Skullgirls: Avant-Garde
by Jade-Q-and-Cupcake
Summary: A one shot crossover that may develop more should you readers prefer it to continue. Meet an alternate version of Ben Tennyson in the world of Skullgirls. A high school delinquent with good friends and a banished goddess as his companion. When one of his friends disappear, it's up to him and Filia to look for her. Or will they ever find her?
1. Prologue

**Just a one shot crossover to see how it holds up. Your choice if I continue this.**

* * *

 _Banished and sealed away, I, Omni of the goddess, was loathed by my two sisters and my mother after I said I wish for the world to be changed for the good of mankind. When they sealed me into the Hourglass Coin, they also dwarfed my powers so that I may never be able to escape. Now, they gave me conditions to be able to walk the world once more: If someone of pure heart was to discover my Coin, they will be able to free me and I shall forever serve them and guide them into a quest to find the Skull Heart. Only through the Skull Heart will I be able to be truly free and change the world once more, so whoever must uncover me must be a woman to be able use the Skull Heart._

 _And now, you have discovered me! I am partially free and will humbly guide you to our quest._

 _It is time we venture, to find the Skull Heart, my female master!_

With all those words, Omni, the goddess, appears and shines forth in the room as she emerges from the Hourglass Coin. As her green hair flows, her white armor shines, her hourglass helmet on her head glow and her green eyes with hourglass for pupils open, the goddess is prepared to greet her new female maste–

...

All she sees holding her coin is a high school delinquent, wearing a black, unbuttoned jacket on his shoulders, a black shirt with a green line going down the middle with a "10" on his chest, brown pants, brown hair and green eyes.

This boy...

...is Ben Tennyson, the famous delinquent of his school, who, while on the outside, seems like a trouble maker, as seen by some of his close friends, he's a nice guy, picking on bullies who mess with helpless students and his friends and is a genuinely sweet guy to his two best friends, Fili and Carol.

Ben and Omni stare at each other as the the room they're in, under the Colosseum of Rome, remains as quiet as the night.

Until both started screaming at each other in shock and surprise respectively.

"You're not a girl?!" Omni yelled at Ben.

"You're some kind of ghost!" The boy retorted.

* * *

 ** _A month later..._**

"Mr. Tennyson!"

Ben hears his name and awakes from his sleep as his seat is at the very back, causing all his classmates to look at him as their teacher, Mrs. Victoria, called for him.

"Can you please stop sleeping in class? Or would you like me to kick you out?" The stern teacher scolded the boy.

"Sorry, ma'am... I... couldn't quite sleep last night after–" Ben tried to respond as he rubs his eyes and forces himself to wake up.

But Mrs. Victoria interrupts him with a sigh and says, "Yes, we know of Carol's disappearance. But we have the authorities to search for her. You may mourn for her loss later. Right now, you're in class. Now, would you tell me who wrote Mesmeric Revelation and what is it about?"

"Uhhh... Ummmm..." Ben tried to answer as he kepts searching his head if he actually knows anything about the story...

...until he hears a whisper in his ears, and he suddenly knew the answer. "It was written by Edgar Allan Poe and it's about a doctor who, after hypnotizing a dying patient, has a remarkable conversation with the patient about the nature of the universe, spirits, and the goddesses."

While impressed that Ben was somehow able to answer the question she gave her, Mrs. Victoria is still annoyed he slept during class. Instead of acknowledging his correct answer, she simply says to her entire class, "Pay attention, class."

As she returns to her whiteboard, her students stop looking at the delinquent and listens to their teacher. Ben sighs in relief and says to the wind, "Thanks, Omni."

"Pffft. You me one, kiddo."

Invisible to everyone but Ben, Omni appears as just a head beside Ben and has her eyes rolling to mock her user.

"I promise to take you and Filia to Mr. Smoothies after school..." Ben says to his tethered companion.

"Are you sure you don't want to look for Carol again?" Omni asks the delinquent.

Ben only sighs as leans on his seat's armrest and stays quiet, avoiding his Stand's question... Just as the bell rings and Mrs. Victoria dismisses her students. The delinquent takes his bag and holds it over his back as Omni's head disappears and he leaves the room.

Just as he exits through the door, someone suddenly holds onto his right arm and pulls him away. "Whoa!" was his appropriate response as he sees the person pulling him.

The person is a girl, who stands at slightly-shorter-than-average height, has red eyes and, apart from having distinctly large abdominal and thigh regions, is of slender build. She is wearing her school uniform, consisting of a miniskirt, mid-thigh length leggings, and tie, all of which are dark purple in color, a white button-down collared shirt that exposes her midriff, and dark brown shoes. This person is none other than his best friend, Filia, who cannot wait any further as she holds her sling bag with her right hand and pulling Ben away with her left.

"Come on! We have to find Carol!" Filia says to her second best friend as she continues to pull him away.

"Slow down, Filia! You don't even know where to start!" Ben warned his friend.

"But we have to hurry! What happened to Carol... It has to be my fault, right?!" Filia responded in panic as they kept running.

"Filia!"

The girl stops running when Ben suddenly pulls her in, holding both her arms to stop her. "We'll find her. I'll help you recover your memories and then we'll find Carol... Okay?" Ben reassured his friend, with Filia looking down at the floor in sorrow before eventually they hugged each other.

"Hmph. She's too soft..."

"Shut it, Samson. Have a little more compassion."

"Psh. You're holding us back, Omni."

* * *

The two end up sipping smoothies at Mr. Smoothies while they talk about searching for their long lost friend.

As Filia could only stare at her half empty milkshake cup, whose contents seem to be getting colder as the ice began melting more, Ben saw she's in distress so he stops sipping on his strawberry and chocolate smoothie, puts down his cup and talks to his sophomore kohai and says while holding her right hand reassuringly, "Come on, Filia. I promise. If you get tired today or tomorrow or ever in finding Carol, I'll continue on your stead."

Filia looks at Ben holding her hand as a small blush forms on her cheeks before she shakes her head, her blush subsiding, and responds, "I appreciate your concern, Ben but..." As she pauses, she pulss away her hand, before continuing. "I can't just stop. I lost my memories and all I saw first was you, and you told me all you know... but it doesn't explain why Samson is now a part of me and Carol disappeared."

Ben could only sigh. Despite knowing the power he and Filia have, they ironically feel powerless to do anything about their problems.

"Well maybe you two shouldn't be wimps and starts going bad cop on people Carol knows!"

"Gah!" both Ben and Filia shout when Samson, the parasite on Filia's hair, suddenly spoke without warning, causing his host to accidentally spill her milkshake.

"Samson! Shush!" Filia tells her hair, who harrumphs and while he does stay quiet again, does so begrudgingly.

"Lemme buy you another one. Mr. Killjoy just made you spill your drink." Ben offered, but Filia frantically shook her head and hands at her friend to stop him.

She replies, "It's fine! It's fine! I still have enough from my allowance. I'll go buy inside. You can guard my bag."

"Alright." Ben answers back as he watches Filia take her wallet from her bag and leaves their table outside, heading inside Mr. Smoothies.

As Ben finishes his drink while remaining seated, the apparition of Omni appears once more beside him, who speaks, "I see now. She may not be my host, but I – mean we – can still assist her to search for the Skull Heart!"

Ben only rolls his eyes at his Stand's words as he puts down his empty cup and talks to Omni. "Would you please stop talking about the Skull Heart? It's nothing but trouble. Like almost everyone is after it and I'm getting sick of you talking about it." Ben tells her.

"But it's a magical item that can grant any wish! Why aren't you curious about it?" Omni asks back her user.

"Because only a woman can use it and requires a pure heart before getting people corrupted AFTER the wish? Just shut up. We need to focus on finding Carol..." Ben insisted while playing with the straw of his smoothie cup, using his index finger to move it around.

"...It may even make Carol appear, safe and sound..." Omni suddenly spoke, which made Ben froze and has him suddenly questioning himself deep inside.

With his finger still against the straw while he stopped all movement, Ben narrows his eyes and thinks about Omni's words...

"Hey!"

His, as well as his Stand's, attention was caught when a schoolgirl yelled those words as two men push her aside to enter the smoothie shop. Ben raises his brow in doubt as some of those men's companions remain near their car with a woman with beautiful and simple black eyes, light brown skin, and mint green hair color. Her hair is tied in a sharp ponytail, and on her head is some sort of gigantic hat wirh enormous "arms" sticking out ofit . Her attire consists of a sleeved mini dress with orange and black colors. She wears thigh-lengthed boots with a small skull sitting atop each.

"Looks like Mafia." Ben comments as he keeps an eye on the buxom ebony, who sits on the vehicle's hood quite seductively without even trying. With her breast having such a huge cleavage that they look like they'll pop out, the delinquent couldn't quite help but give in to the man within him as his eyes go from her eyes to her big, voluptuous, round, bouncing tits–

SMACK!

Ben's head receives a karate chop from his Stand to snap him out of his perverted thoughts. "Thanks, Omni. I almost fell for that succubus' charms..." Ben tried to make an excuse, but his tethered companion could see right through his lie.

"Oh shut up. You voluntarily looked at her bouncing breasts." Omni responded while picking on her master's ears. Ben tries to hold back his pain remain straight seated to prevent anyone from looking at him funny.

However, their attentions were taken again when the two men that entered the shop suddenly got sent flying out of the shop through the glass pane, shattering it in the process as the Mafia goons are seemingly knocked out. As the normal customers start running away from the commotion, Filia comes out of the same window pane, with Samson squirming his hair-tentacles, ready for battle. This implies it was him and Filia who knocked those Mafia out.

"They were threatening to kill the owner of this shop!" Filia explained and summarized the situation that occurred inside.

"Hey! Don't interfere with Mafia business!" The two other Mafia members at the car yelled as they take out their Tommy guns and knives. When both them start firing their weapons at Filia, Samson merely used his strength to deflect each and every one of the incoming bullets, protecting the girl from any harm.

Meanwhile, the ebony woman with the hat with arms watches the fight, intrigued by what's happening.

As Filia and Samson fight the two other Mafia goons, Ben stands up from his seat and walks towards the action. Still invisible to everyone but her user, Omni pops her neck for action despite being just a floating head in her current form. "If I were a betting girl, I'd say the owner of this shop must be paying the Mafia for protection." The weakened goddess hypothesized.

Ben sighs, scratching his head and continuing to walk while Filia has Samson grab one of the goons by his legs and used him to knock away his partner. "Gimme a break... Someday, I'm gonna have us deal with the Medici Family ourselves. All the trouble they give to normal folk..." Ben responds to his Stand.

Once all four goons are down, Filia is ready to face the orange wearing lady, who smirks as she gets off the car's hood and has her living hat crack it's knuckles. "You're good with that hair of yours. Let's see if it can keep up with Vice Versa." The hat lady mocks her new opponent as she approaches Filia. "Never mess with the Mafia and it's legbreaker." She added.

When the hat lady suddenly jumps forward, ready to have her hat, apparently named Vice Versa, punch the schoolgirl and her symbiote...

...Ben suddenly slides in front of Filia and something invisible catches the giant punch. "I'm sorry, but as sexy and hot as you are, I can't let you hurt my friend." Ben retorts and Omni finally reveals herself to everyone, this time, not just her head, but her full body. She appears right in front of Ben, revealing herself to be the one who caught Vice Versa's fist.

"What?!" The hat lady responds as she backs away and enters a cautious fighting stance. "What kind of Living Weapon is that?"

"Living Weapon? Excuse me?!" Omni took offense to the lady's words as she punches her palm, emphasizing her anger. "Don't you dare classify me as such, or even as a Theon! I am Omni! Former member of the quaternity! Proud goddess of power and change! Warrior of Justice! You dare call me something as low as a–"

"Yeah, yeah. We get it, Omni." Ben interrupted his Stand as he walks forward and goes in front of Omni, showing the user and Stand ready for battle. "So, hat lady. You either leave or things will have to get ugly. And I'd really hate to tarnish such a beautiful face."

"Yeah! What he said!" Samson angrily agreed with Ben as Filia sweat drops and goes side by side with her friend.

"Fine! Let's dance!" The hat lady replies, before she has Vice Versa grab a nearby light post, tear it from the ground and throw it like a dart at the four heroes.

 **~SHOWTIME!~**

When both hosts jump away from each other as the light post nearly hits them right in between them, Ben's the first to recover as his feet skid backwards before he goes for a running attack, Omni still tethered behind him.

The hat lady then has Vice Versa go for a fierce punch, which Omni counters with her own, their fists colliding, with the impact creating a small shockwave. However, hat lady was caught off guard when Omni suddenly pulls Vice Versa's fist and arm and, because she's still wearing the hat, she is also pulled in, as Omni tosses her in the air. The goddess follows up her attack by rising into the air to hat lady's level and unleashes a fury of punches before doing an axe kick that sends the Mafia legbreaker plummeting to the ground. But before she hits pavement, Ben was quick enough to do a straight donkey kick at the woman, with his hands in his pockets. The kick was enough to send her flying right into a newly recovered Filia, who uses Samson to grab her in mid air and tosses her a bit in the air before Samson morphs some of his hair-tentacles into all kinds of knives, tools and accessories, hitting the hat lady all at once before morphing them back to normal and grabbing her again.

But just as Samson pulls her in close, the legbreaker has had enough and uses Vice Versa to slam filia and Samson in to the ground, making them bounce in the air as the Mafia enforcer jumps and suddenly, a blade appears from her right boot, with her extending her leg to slice her opponent with the weapon from her footwear.

Samson extends some of his tendrils to protect Filia, but in turn, is damaged himself. He continues to defend her as hat lady continues to attack them with a mid air slap and a downward clap using Vice Versa, then a drop kick using her own feet, knocking them both into a wall.

When the legbreaker hears incoming footsteps, she spins Vice Versa with all of her might, causing him to tornado spin on her head. This surprising attack caught Ben off guard, running headfirst into the spinning arms and accidentally getting himself, specifically at his face, hit in the process. Dazed, Ben is wide open and the hat lady takes advantage as she headbutts her opponent with Vice Versa, who forms enlarged goat horns to knock back Ben. As the delinquent skids backwards, the Mafia enforcer runs towards him and uses her hat to reach out with one arm and sweep Ben by his legs, knocking him into the air. Just when Ben thought it was over, hat lady has Vice Versa grab him by his legs, turning him upside down, to which the lady follows up by slapping Ben around a bit before Vice Versa sends him flying away with a powerful smack.

Crashing on the pavement, Ben is unable to move for a bit as he feels dizzy from all the hits he took, so the legbreaker takes this advantage again by having her Living Weapon lift up a chunk of the ground and tosses it into the air. She then winds up and has Vice Versa jettison it at their opponent.

With rubble coming at them, Omni appears once more to defend her master and, with her demigoddess might, uppercuts the torn pavement into the air. When it was coming back to the ground, she punches it back to the hat lady, who uses Vice Versa to slap away the rubble into the shop behind her.

But with her attention focused on Omni and Ben, she failed to noticed Filia coming at her, who jumps at her and kicks downward, just as a strand of Samson's hair-tentacles cover her foot to form a mouth similar to an alligator's, which bites down on their opponent, harming the mobster. Filia was not finished as she uses her hair to lift her up and launches herself for a forward kick, before following up with Filia curling into a ball as Samson covers her in sharp spikes and they roll forward, attacking the hat lady like a spinning razor blade. She then ends her little combo by having Samson make a spinning saw out of hair that wraps around Filia's whole torso like a hula hoop, injuring the Mafia enforcer further.

To make sure the fight ends, Samson explodes into a large figure and upchucks a hairball from his mouth to crush their opponent once and for all.

But hat lady has recovered and, with Vice Versa's elephant lifting strength, knocks back the hairball into Filia and Samson, who were caught off guard by the sudden counter and get hit byhe gigantic projectile.

That's when something hard hit hat lady at the back of her head. She turns back around to see that the Hourglass Coin hit her, which bounced back into Ben's hand as he smirks. "Coin says heads." He says his signature one liner as he flips the coin once more and lands back in his palm.

When the hat lady runs at him, ready to attack, Ben smirks as, once more, he flips the coin and catches it...

...just as Omni appears again. "Water Hazard!" Ben yells and Omni suddenly fires pressurized water at the hat lady, dousing her fave with H²O and blinding her temporarily. With their opponent dazed, Ben commands his Stand once more by shouting, "Feedback!"

Omni then fires electricity from her fingertips and electrocutes the Mafia enforcer, causing her to keep spouting gibberish as the bolts shock her.

To end the battle, Ben flips the coin again, catches it and throws it at the legbreaker again, this time, once it ricocheted and bounced back into Ben's hand, Ben says, "Clockwork..."

And before they knew it, Omni stops time for THE WORLD, only moving for Ben and Omni themselves. With their foe frozen in time, Ben merely points at the hat lady, prompting Omni to fly towards her and unleash her signature barrage of punches...

"YATATATATATATATATATATATATATATATATATA!" Omni yelled throughout all her punches, before ending it with a strong uppercut as she yells, "ORA!"

She then disappears as Ben turns his back on the Mafia enforcer while he says, "And time flows again."

Right on cue, time begins flowing again and when it does, the hat lady feels the full force of all the punches Omni delivered as she looks like she's struck with an invisible barrage of attacks before an invisible uppercut sends her flying and finally knocks her out as she screams in pain.

 ***THAT'S A WRAP!***

As she lands back on the ground, unconscious, her goons finally woke up and panic upon seeing their enforcer knocked out. They grab her and leave with the car they took to get here.

Omni appears once more and cracks her knuckles as Ben stands in front of her, flipping the Hourglass Coin once more just as Filia and a tired Samson joins them. "Trouble follows us anywhere, huh?" Ben lampshades to his best friend.

"Yeah... Can we go home for today?" Filia requested.

"Pfft. Wimp. I'm just getting warmed up!" Samson tried to look strong, but he can barely lift his tendrils up. This only caused Omni to facepalm and shake her head while Ben snickers at him.

* * *

 _ **Hours later; 9:21 PM...**_

Ben had arrived in Carol's home. Ever since her disappearance, he's been helping her parents nonstop in finding her. Every once in a while, he checks in on them to ask if they have any news about her while also sharing what he had investigated so far. Yet it's been weeks... and they haven't found them yet.

Tonight, he's here once again to do the same thing. As he walks up the steps to the door of Carol's house, he's ready to knock on the door like always does, but this time... he suddenly hesitates.

Despite his tough guy attitude, he's really getting worried. What happened to Carol? Where is she? Did someone take her? All these questions have been plaguing his mind but only now were they able to truly nail it hard into his mind and heart.

Especially knowing that Filia is also worried about her... and she has enough problems as it is.

Ben just sighs and shakes his head to get rid of all his crazy thoughts and just goes to knock on the door... until a scalpel with a note attached to it is suddenly thrown near his foot, sinking it's blade into the tiles he's standing on.

In caution, he summons Omni and they both look around to find where the bladed hospital tool came from. When Omni spots a silhouette of some sort of ninja in the trees, she goes to fly towards the assailant but then the silhouette seemingly detonates and leaves behind a couple of bones and skulls when she disappeared. Omni could not catch the mysterious stranger as Ben crouches and takes the note from scalpel.

Once he read it, his eyes immediately widened in shock before narrowing in tranquil fury as he tosses it away and leaves the house, running off to the location he has set in his mind, with disappearing and returning to him.

As the note Ben threw away gently floats and fall on the ground, the words on it say, "I know where your friend is. Meet me in Innsmouth."

* * *

 **To be continued...?**


	2. Hello, Nurse!

**Since you guys loved this, I will continue it, little by little.**

 **Enjoy.**

* * *

 _Previously on Skullgirls: Avante-Garde..._

* * *

 _Banished and sealed away, I, Omni of the goddess, was loathed by my two sisters and my mother after I said I wish for the world to be changed for the good of mankind. When they sealed me into the Hourglass Coin, they also dwarfed my powers so that I may never be able to escape. Now, they gave me conditions to be able to walk the world once more: If someone of pure heart was to discover my Coin, they will be able to free me and I shall forever serve them and guide them into a quest to find the Skull Heart._

 _–+–_

"Mr. Tennyson!"

Ben hears his name and awakes from his sleep as his seat is at the very back, causing all his classmates to look at him as their teacher, Mrs. Victoria, called for him.

"Can you please stop sleeping in class? Or would you like me to kick you out?" The stern teacher scolded the boy.

"Sorry, ma'am... I... couldn't quite sleep last night after–" Ben tried to respond as he rubs his eyes and forces himself to wake up.

But Mrs. Victoria interrupts him with a sigh and says, "Yes, we know of Carol's disappearance."

 _–+–_

"Come on! We have to find Carol!" Filia says to her second best friend as she continues to pull him away.

"Slow down, Filia! You don't even know where to start!" Ben warned his friend.

"But we have to hurry! What happened to Carol... It has to be my fault, right?!" Filia responded in panic as they kept running.

 _–+–_

As Filia could only stare at her half empty milkshake cup, whose contents seem to be getting colder as the ice began melting more, Ben saw she's in distress so he stops sipping on his strawberry and chocolate smoothie, puts down his cup and talks to his sophomore kohai and says while holding her right hand reassuringly, "Come on, Filia. I promise. If you get tired today or tomorrow or ever in finding Carol, I'll continue on your stead."

Filia looks at Ben holding her hand as a small blush forms on her cheeks before she shakes her head, her blush subsiding, and responds, "I appreciate your concern, Ben but..." As she pauses, she pulss away her hand, before continuing. "I can't just stop. I lost my memories and all I saw first was you, and you told me all you know... but it doesn't explain why Samson is now a part of me and Carol disappeared."

 _–+–_

Ben had arrived in Carol's home.

Ben just sighs and shakes his head to get rid of all his crazy thoughts and just goes to knock on the door... until a scalpel with a note attached to it is suddenly thrown near his foot, sinking it's blade into the tiles he's standing on.

Ben crouches and takes the note from scalpel.

Once he read it, his eyes immediately widened in shock before narrowing in tranquil fury as he tosses it away and leaves the house, running off to the location he has set in his mind, with Omni disappearing and returning to him.

As the note Ben threw away gently floats and fall on the ground, the words on it say, "I know where your friend is. Meet me in Innsmouth."

* * *

 _Ring!_

 _Ring!_

"Hello?"

"Hello, this is Ben's stepmother. Is he there right now?"

"Oh I'm afraid not, ma'am. He called us earlier and said he'll come here to check if there's news about Carol, but sadly, he never came. Someone knocked on our door earlier but there was no one at the door when we opened. Me and my husband thought it was him."

"...I see."

"If he ever comes, we promise to call you, Mrs. Tennyson."

"Oh, I'm not actually a Tennyson. But thank you. I will pray your daughter also comes home."

"Thank you..."

 _Click._

* * *

Ben walks down the sidewalks of New Meridian, with some of it's population being humans while most are Dagonians, a subspecies of ferals that are hybrids of humans and various aquatic animals. Upon walking around more and asking around where he can find Little Innsmouth, he finally found the district.

Little Innsmouth is a small but bustling residential and business district by the coast, accented by bold, clashing colors and chimney pots resembling coral. The buildings are connected by an extensive network of wooden decks, walkways and stairs, with strings of jellyfish lanterns hanging overhead. A tram runs between the areas above and below sea level throughout the day, when the tide is low.

Most of this district's population is pure Dagonians, with very few humans seen around.

"Such a beautiful city, isn't it, Ben?" Omni tells her host, as she is, once again, reduced herself into a head while invisible except to Ben. "All the sea theme decorations and these beautiful and handsome Dagonians... Life is such a wonderful thing."

Ben, however, rolls his eyes at how poetic his Stand is being as he walks with hands in his pocket. "Don't be so melodramatic, Omni. Innsmouth is just an ghetto style eastern neighborhood. There's some petty thugs in alleys, some drug dealers near trash cans and corrupt human cops who just so happen to be also racist towards Dagonians. It's far from the worst place in the world, but it's still bad." Ben explains Innsmouth, passing by two squid Dagonian boys who were playing tag.

"Eat your own words, Ben. You're the one being melodramatic. The reason I'm free from my seal in the first place is because you're pure of heart. The coin cannot make a mistake." Omni points out. "The way you describe this poor city... You want to help them, don't you?"

Ben remains silent after such a question from the goddess. Continuing his strut without even acknowledging Omni's words, he simply sighs and changes the subject. "We're here to find the person who knows where Carol is. We can't get off track." He says to his Stand.

Omni nods her head but follows it up with a brilliant point, saying, "But do we even know where our informant is? All he said was that he knew where Carol is and we can find him here, yet did not specify where in Innsmouth he'd be."

"I know one place he could be." Ben replies.

* * *

Dak'kull Dubu.

A small little restaurant in the middle of town built atop the sea water while it has a few apartments as second and third floors.

When Ben enters, and by extension, Omni, he/they are greeted by an oriental style room with tables and chairs, a counter and a kitchen. There are two Dagonian waitresses, one of which is a minnow Dagonian, and the main chef, who he himself is a catfish Dagonian. The customers are a mixture of Dagonians and a few humans, all ordering oriental food like noodles, dumplings, etc.

Ben looks around to see that it's a slow day for this place, as barely anyone of the customers seem to be disturbed and enjoying themselves. As he takes a seat near the door, he notices on the table just parallel to his is a person in a brown cloak, drinking a bottle of vodka but his bowl of spicy noodles is untouched and still steaming. This person also seems to have very feminine hands and has a scar on his mouth, as those are the only parts of the cloaked person's body that are exposed.

The delinquent raises a brow at the mysterious person but before he could process his skepticism, one of the waitresses approach him. She's a muscular, well toned, clown fish Dagonian waitress, holding a tray with a glass of water. She places the glass on Ben's table before tucking the tray between her side and her left arm as she takes out a pad of paper and a pen. "What would you like to order, sir?" The waitress asks her customer.

Ben snaps out of his stupor and scan the room. After seeing what everyone is eating, he copies one of their meals and just asks for the waitress, "Some noodles with dumplings. With some extra chili."

The waitress nods and writes down Ben's order before asking, "Anything else, sir?"

"That'll be all." Ben confirms, prompting the waitress to nod and heads to the counter where the chef and owner of the restaurant are. As Ben waits for his meal, he takes out his wallet and checks if he has money. Fortunately, he does, but enough only for his meal and a bus ride back to his hometown. "50/50, I guess." He tells himself.

"It's not too bad. If we get to see Carol again, that'll be worth it." Omni points out, staying positive so her host doesn't become a downer.

"I know. It's just... it's been a month... Most of the cops back home have given up. Filia's tired, and so is Carol's parents." Ben also pointed out facts instead of being optimistic.

A short silence filled both Stand and host as Ben watches the ice within his glass of water topple over each other.

"...What about you? Are _you_ tired?" Omni asks an armor piercing question.

Ben doesn't answer immediately. Instead, he watches the ice in his glass still. As two of the three ice cubes break...

...one is still intact and floats on top of the broken ones.

Ben smiles, as if fate is giving him some sort of symbol. A sign... Or maybe he's just overthinking this. He was never a big believer of fate. "I'll die before I let my friends be lost forever." He finally replied to the goddess.

Their little happy moment was interrupted when they both hear nearby laughing.

"Hey now, you're quite the dish." A fat man in a red polo shirt says to the other waitress; the minnow Dagonian one. "I'd like to eat _you_ up!"

His friend, a man with a white polo shirt with and a very stylish mustache, joins the conversation and tells the minnow waitress, "How about you swim over and fetch me and my pal some free drinks and us three hit the town?"

"I-I'm sorry... I need to work." The waitress could only reply, but then the fat man wraps his arm around her waist, preventing her from going away.

"Don't rush there, fish lips. You're pretty cute." He flirts with the waitress, whose eyes are shuffling around in nervousness and fear of these goons.

Ben sighs as he watches this terrible conversation and obvious attempt to nab a defenseless girl. This sight is already reminding him about his days when...

...When he first met...

... Filia and Carol.

* * *

 _Months ago..._

Ben walks down the same boring halls of this same boring school. Carrying his bag over his shoulder, he passes by multiple students, who all look at him either terrified of his reputation for being the scariest and toughest delinquent in the whole campus, or disgusted at him for being a waste of space and a stubborn boy who doesn't take his studies seriously. Either way, they all try to stay away from him as much as possible, even if they let him have most of the hallway to walk across for himself.

Ben honestly doesn't care what they think about him. Just as much as he doesn't care for school either, proving these "nerds" and "model students" right. To him, what's the point of school if the world can't get it's crap together over this war against each other and the Skullgirl? It honestly surprises him the world isn't destroyed yet.

So he just let's his problems be his problems and could care less about these people judging him.

After crossing the hallway, Ben finds his locker and opens it, placing his bag inside before he opens it to take out his drawing pad and a pencil. One of his favorite hobbies is to draw, mostly about superheroes. Quite contradictory to the kind of person he shows to everyone in his school, but he always loved to draw since he was a child, when he was still being raised by her adoptive sister, Rojo.

Even when his father and his new stepmother found him and took him in, he still loves drawing. It's the thing he wants to do last before the end of this crazy world...

"Hey! Let me go!"

Ben's little edgy thoughts were snapped away from him when he heard arguing nearby. He peeks behind from his locker's door to see two girl students being bullied by three male students who seem to be older than them.

One is Filia, who still had normal, long flowing black hair before she met Samson. And the other is a girl with short black hair with brownish ends and red eyes. She's wearing the same uniform as Filia as does the rest of the girls on this campus.

This... was Carol.

"Hey, now. Come on. You got my drink spilled all over my uniform!" One of the bullies said to Filia, who, judging by how much more intimidating he is compared to his posse, must be the leader of the trio. While he is definitely exaggerating, he does have a soda stain on his uniform about the size of a small saucer, not his entire attire.

"She said she was sorry! And besides, she didn't even mean to!" Carol tried to defend Filia as she goes in front of her friend with arms outstretched to defend her.

Ben, still watching the exchange, shakes his head in disbelief before going back to look at his locker to find his eraser. Still, he can't help but listen to what's happening anyway.

"You think that'll excuse her? She spilled my drink, which I bought with my money, and got my uniformed stained. Laundry ain't cheap, ya know." The bully leader replied to Carol. "Of course, you gotta pay, one way or another."

Carol still stays brave as she continues to protect her friend, but then the leader's two other friends approach them before the leader himself pushes both girls against their lockers.

He smirks as his posse chuckles, before saying, "'Course, like I said, you're paying in anyway I choose. You either hand me your cash now, or... we take you girls out at the back of the gym for... something _fun_."

The way the bully leader says his last words actually caught Ben's attention as he stopped looking through his bag to look back at the bullies and the girls.

Carol grits her teeth in anger while Filia gulps and holds her bag close her chest. "Just pay him, Filia, so he and his other pig friends can leave us alone." Carol tells her friend, who nods and opens her bag before finding her wallet.

Unfortunately, once she opened it, she is greeted with a small amount of cash. "Uh oh." Filia utters.

"Huh?" Carol asks her friend as she turns back to her.

"I only have enough for fare back home and to buy something for mom's birthday!" came Filia's response.

"Oh, shoot! I think I only have enough for lunch today..." Carol also adds. Their words were caught by the ears of the bullies, who all start laughing at them.

The bully leader then replies, "Well, well, well. Looks like it's our lucky day. Don't worry, girls. We'll be gentle."

Filia whimpers in fear as the boys approach them closer, with Carol getting between them all to try desperately to defend her friend. "Get away from us!" Carol bravely yelled and actually found the strength to push all three of them, making them skid back a few inches away from them.

"Oh, you're still trying to act tough, huh?!" The leader actually yells and raises his fist, ready to hit Carol...

...But before he could even move his fist towards her, someone held back his arm and prompts all three bullies to look at who was responsible.

However, all they were met was a fist that knocks one bully's face into his leader before both bully's end up flying into the third bully and they get all knocked back down on the ground.

When they get off of each other to see who punched them as a red mark on their cheeks glows from the sucker punch, they see Ben, who is in the process of putting his fist in his pocket after the attack he did to the disgusting bullies.

"You a-holes... You're noisy!" Ben yells. The trio of mooks immediately reel back in fear as they stand up and back away slowly once they recognized who they're dealing with.

"W-We're sorry, man!" The once intimidating leader of the trio who is now cowering in fear replies to Ben.

"Then get the hell out of my face before I shove your cup of stupid sode right up your nose!" Ben angrily yells at them before clocking his fist and threatening to punch them again.

The trio of bullies then scream, terrified, as they all run away and stumble in panic along the way. Once they turn to the corner and disappear, Ben only utters, "Tch." He then proceeds to go back to his locker as Filia and Carol look at him in awe and thanks.

Looking at each other and nodding, the two girls approach Ben as he takes his drawing pad and pencil again before Carol says, "Hey. Ben, right? Thanks for saving us there."

Ben looks turns his head to his side before looking through the corner of his eyes to look at the girls before replying to Carol, "Whatever."

Even when he looks back at his bag, Filia continues the conversation with, "Would you like to come to lunch with us? We always see you're lonely in the cafeteria and we also want to repay you."

Ben stops just as he had found his erased. As if whatever force that controls their universe wanted him to go with them, the very sketch on the front page of his pad is, coincidentally, a superhero together with his friends.

Something he's never had before.

"... I'm paying for my own meal." Ben suddenly replied and insisted immediately before taking his pad, pencil and eraser with him.

"No problem!" Carol replied as Filia giggles.

As they head to the cafeteria, Carol noticed one of Ben's drawings, which looks like a female superhero with claws and a cheesy yellow and blue outfit. "Who's that?" She asks their new friend.

"Hmm?" Ben replied before looking at what Carol was looking at and noticed it's the superheroine he drew just yesterday. "Oh. I call her Painwheel."

* * *

 _Present day..._

"Hey!"

The two goons and the Dagonian waitress look at Ben, who has approached their table as he politely pushes the waitress gently before stepping in front of her to defend her.

"The lady says she's working." Ben says to the pigs as he crosses his arms and looks at them quite angrily. "Why don't you leave her alone?!"

"Get lost, kid! No one likes a hero!" The mustached man yells back at the delinquent.

The fat man snickers and actually stands up from his seat before shoving Ben back. "Ya heard Riccardo. Git!" The fat man commanded Ben as he tries to be intimidating by raising his chin up on Ben.

Riccardo, the man in white and a mustache, smirks, joining his pal by standing up and holding something on his waist.

However, Ben being Ben, he was not intimidated by the slightest as he stands his ground and gestures to the waitress to back away from this trouble. The minnow Dagonian nods as she slowly backs away while Ben confronts the two schmucks.

"Ready when you are, Ben." Omni, still invisible, whispers to her host, who stops crossing his arms and clenches both fists.

"It's people like you that give this part of New Meridian a bad name. Now get out so we don't make any trouble. Us three don't exactly own the place and if we make a mess, we're all in trouble." Ben partially mocked and fully warned the two.

The two merely laugh and don't feel threatened by a teenage boy trying to be a hero. With this in their minds, Riccardo says to his partner, "Ey, Lawrence. Looks like this kid can't get a clue!"

Lawrence, the fat man in red, replies, "Clearly he doesn't know who he's messing with!"

Without warning, Riccardo and Lawrence suddenly pull out machetes from their holsters in their belts and attempt to cut down Ben.

...

...But they did nothing. The blades are definitely in contact with Ben's neck, yet it looks like they stopped to a halt on his skin like it was an iron wall.

"What the hell?!" Lawrence spoke his thoughts out loud as his partner has the same, wide eyed shocked look on his face.

Their unspoken questions are answered when Omni finally reveals herself, appearing behind Ben and reveals that she had caught the blades before they even cut Ben while she was invisible.

Everyone, even the minnow waitress Ben saved, were shocked to see her appear out of nowhere.

"So... You wanna leave, or do I have to tell my friend here to kick you to the Moon?" Ben gave the two an ultimatum as Omni cracks her knuckles for emphasis.

Not knowing what they're dealing with, the two try to leave only to be met with something round getting hurled at Lawrence's face and knocking him out and a different fist punching Lawrence out cold.

As the two fall down on the ground, unconscious, the roune object that hit the fat man's face returns to it's...owner...

The object... was actually a severed head of a feline Feral... and is now being held by the body, which is, unsurprisingly, headless.

With dark skin, a sleeveless top that barely covers the bottom portion of her breasts, a black tail along with bleach blonde hair and cat ears, as well as multiple pouches around her belt, this Feral can somehow live with her head detached...

...and the head itself is still active as it smiles at Ben while her body puts it back in place.

"Are these guys bothering you, Minette?" The Feral lady asks the waitress, whose name is apparently Minette.

"Oh, those two were, but he saved me from them, Nadia." Minette replied to Nadia, the cat girl, as she points at Ben in front of her.

"Technically, _we_ did." Omni points out, still visible after revealing herself.

"Well, well, well. Aren't you two a couple of surprisingly unique guests." Nadia comments on both host and Stand.

Ben snickers at her words before pointing out, "Says the cat girl who can somehow detach her head without dying."

"I've been here long before you did, pretty boy. But thanks for sticking up for my friend like that. Appreciate your help." Nadia replies.

"Eh. Not a problem. I'm not a fan of bullies." Ben answers back. "I'm Ben." He introduced himself, reaching out his hand for a handshake.

"Nadia." The lady replied, shaking Ben's hand with a smile.

"You three!"

Ben, Omni and Nadia turn to see the chef and owner of this restaurant, the catfish Dagonian, approach them with a big grin etched on his face. "Thank you for protecting my little Minette and my restaurant! Your next meals are on me!" The chef genuinely says to the trio with arms outstretched in joy and appreciation.

"Yes!" Nadia cheered as she pumps her fist.

Ben chuckles at the enthusiasm the cat girl is showing. After being around Carol and Filia for so long, he's learned to appreciate the happiness of others. "Just for me and Nadia. Omni here doesn't need to eat."

"Hey! Just cause I don't need to eat doesn't mean I don't want to!" Omni tells her host.

"You've never asked for food before!" Ben argued with his tethered companion.

Nadia, however, stops the pointless argument and puts her arms around the shoulders of both Ben and Omni as she grins before saying, "Now, now, calm down, you two. We just got free dinner! You guys take your pick!"

"I already ordered mine." Ben replies as Nadia is unaware she has pulled Ben close enough to her breasts, which Ben starts looking at.

 _Hmmm... Not as big as the hat lady's pair..._

Ben mentally told himself.

However, unknown to the trio, the two mooks awake once more and started running away...

...but then they trip over a leg that seemed to have been purposely outstretched and meant to do so.

Everyone turns to see that it was the alcoholic, cloaked figure Ben saw earlier. He has drank two bottles of vodka already yet has not touched his noodles, still. In fact, it has stopped steaming and is most likely no longer hot enough to be satisfying to eat. He is currently holding and drinking a third bottle in his feminine hand.

But with his right leg outstretched to trip Lawrence and Riccardo earlier, Ben can now clearly see "he" has smooth and thick legs, wearing bandages on her lower leg as well as white nurse shoes.

It took seconds for Ben to process...

... It's a woman.

This alcoholic woman then coughs before standing up, bottle still in hand, before suddenly leaving a note on where Ben's table was before he stood up just as the other waitress from earlier places his order on the same table.

Ben and Omni immediately recall that's their table. After leaving her note, the cloaked woman starts downing her drink before leaving the restaurant. "Wait!" Ben yells at the woman as he runs to go get her but she has already gone out the door. He picks up the note she left and read it while Nadia and Minette approach him.

"Friend of yours?" Nadia asks Ben while the chef from a short while ago starts tying up the mooks for the cops to get.

After reading the note, Ben grits his teeth before running out the door as he replies to the Feral, "She'd wish she was!"

With Ben giving chase, Nadia was slightly baffled as she also goes out the door, only to see Ben running into the city while the cloaked figure was somehow able to go to the rooftops and started jumping from one after another like she was some sort of ninja. "Hey! You forgot your order! ...Can I have it?" Nadia tried to yell but either Ben is ignoring her or he's already far away to not be able to hear her clearly.

"Nadia, maybe you should help him. He looked really angry." Minette says after following her friend outside.

"Fine. But only because you said so and he's cute." Nadia replies with a hint of humorous sarcasm before stepping on a nearby wooden rail post to gain some momentum before pushing herself off of it to jump over to the direction Ben went to.

* * *

Running through alleys while avoiding some people along the way, Ben is still giving chase as he tries to keep his eye on the cloaked ninja woman, who jumps jumped to another rooftop before deciding to take a left and jump to yet another different rooftop.

"She switched directions! Looks like her left." Omni, once again an invisible head to act as Ben's eyes while he focused on running and evading any obstacle, like people or trash cans, down this alley.

"Got it. Boost me up!" Ben commanded his host, who nods her head before finally going visible in full body form and grabs Ben by his back and tosses him to the rooftops.

Landing safely, with bonus points for doing a "superhero landing", Ben gets back to the chase as he runs after the ninja lady again. But he can clearly see she's already ahead, a couple of feet away from his position. He needs to close the gap, just in time as Omni reappears behind Ben. "Omni. XLR8!" He commanded his Stand.

With a nod of confirmation, Omni then places a hand on his left shoulder with her right hand, and, in a flash, both Stand and host suddenly gain a burst of speed that let's them cut the distance between them and the lady they're chasing.

The mysterious woman can hear an incoming wave of wind coming for her, so she turns around to see only to be met with Ben and Omni, speeding towards her. She had little time to react that she barely dodge Ben trying to grab her mid run. However, she had to duck to dodge his hand, which unfortunately grabbed her cloak instead and forced her to ditch it by taking out a scalpel and cutting it off of her, ripping it and accidentally revealing herself once and for all.

Wearing what can only be described as a sexy nurse outfit, as she has most of her 36E size cleavage exposed and wearing only dark grey underwear below the belt, along with the previously mentioned bandages and nurse shoes, as well as white rubber gloves and a nurse cap, the ninja lady grunts as she backflips away from Ben before putting on a surgical mask to cover her scarred lips and flips her dark blue hair back in place with a ponytail.

As she enters her personal fighting stance, which is her slightly leaning forward while holding onto her bonesaw's handle on her back, she looks at Ben with only one red eye, ready to defend herself.

"Alright, Ben. She's an unknown opponent. I say I act as your shield while we gauge how much she van do to us and–" Omni tried to strategize with her host but then she stops once she turns to look at Ben...

... who's wide eyed as he stares at the ninja nurse's bouncing breasts, which is made possible because of her fighting stance. "Oh you have got to be kidding me!" Omni complained.

"Wow... they're bigger... and the way they bounce..." Ben started muttering to himself before Omni pinches his ear to snap him out of his perverted stupor. "Ow ow ow ow ow!"

Omni lets go of Ben before scolding him, saying, "Will you please focus?! I would like to remind you that this woman also knows where your best friend is?!"

"Right, right..." Ben replied, rubbing his ear from the pain Omni gave it through pinching it and yelling into it.

"Look..."

Both of them got their attentions caught when the nurse started speaking. "I already gave you her location. I'd like to avoid any unnecessary fights." She added as she remains in her fighting stance just in case.

Ben grits his teeth, however, before taking out the piece of paper where the nurse's note is and shows it to the aforementioned woman. "So you were just going to leave this note?! You know where Carol is! Tell me where and why you know!" Ben demanded, this time, no longer swayed by the voluptuous nurse in front of him.

"But I already gave you–" the ninja nurse tried to speak but Ben yells again.

"Don't give me that crap! You asked me to come here in Innsmouth so I can meet you and you can personally tell me where she is! Not leave and just leave another note! And I don't even know where this place you gave me is!" Ben angrily ranted and continued. "You're going to tell me... and you're going to take me there!"

The nurse growls in annoyance. Leading this boy to where he wishes to go is a waste of time. She has better things to do. So instead of complying, the ninja nurse suddenly throws a syringe filled with black liquid just in between Ben's two feet. Before Ben could process what happened, the syringe explodes to a cloud of smoke, blocking Ben and Omni's line of sight and area of vision as Ben coughs while unable to see anything.

Taking advantage of this, the ninja nurse tried to climb a nearby house by wall running upward, but she was interrupted when Nadia comes out of nowhere from the roof of the building and does a wide, sweeping downward kick by somehow extending her legs to the point that it somehow tore itself apart while the muscles of her leg can actually be seen and acting as attachments to the torn legs. The nurse was unprepared for the attack, so the kick connects to her face, knocking her back down to where Ben just as Nadia lands on all fours, with her stretched leg somehow pulled itself back together, in front of the wall of smoke where Ben and Omni is.

"Terraspin!" Ben finally yells and Omni outstretches her arms to her sides before spinning in place, creating a small tornado that blows away all the smoke away from them. "Nadia?" Ben says, baffled that the stranger from earlier is suddenly here to help.

"Sup!" Nadia replies as she stands upright while Ben walks up beside her. "Figured I owe ya for saving my friend. Might as well return the favor."

"Appreciate it." Ben responds while their opponent has recovered by standing back up with a flip. "So, you can detach your head yet still be alive and conscious and you can stretch your limbs so much, your inner muscles show... Are you some kind of zombie?"

"Eh, more or less." Nadia casually responds.

"This is a waste of time! I'll end this quickly." The nurse interrupts their conversation before entering her fighting stance once more.

 **Ladies and gentlemen, it's...**

 **~SHOWTIME~**

Ben runs in first, cocking back his fist for a punch and, once he got close, attempts to jab at the ninja nurse. Unfortunately, she ducked just in time, dodging the attack and took her turn by hitting her opponent with her knee-jerk hammer, which somehow worked as Ben almost stumbles over, but not before the lady uppercuts him with a palm strike to his chin, sending him flying away from her.

It was Nadia's turn as she dives in before sliding below a flying Ben to dodge him. Nadia got close and strikes their enemy twice; once with a kick, and then once with her tail. The combined attacks hit the nurse successfully, but Nadia did not expect her enemy to suddenly grab her by her tail.

The nurse then, quite shockingly and unexpectedly, seals Nadia in a body bag, tosses her into the air while still inside the bag, before jumping up, grabbing the bag and slams them into the ground by piledriving the bag into the floor. Just as the body bag breaks and Nadia is free, albeit stunned from the initial slam, the nurse takes this chance by sliding under the mid air Nadia before swinging her bonesaw in a wide upward arc.

The attack connects and Nadia is prevented from landing on the ground as the slash sends her higher into the air. The nurse then jumps up and her bonesaw again, this time, in a wide downward arc, which actually sends Nadia crashing into, before bouncing off of, the ground. Taking advantage of the bounce, ninja nurse lands back on the floor before slashing at Nadia with her bonesaw a couple of times horizontally before she suddenly takes out her IV Nagitana, an actual IV stand with a sharpened end, repurposed to be a spear.

She attacks Nadis with it with a couple of swings and swipes and attempts to actually stab Nadia with the sharp end but, fortunately, Omni appears and punches the nurse away from Nadia just as the Feral lady is caught by Ben in his arms.

The nurse rubs her cheeks where Omni's punch landed before taking out eight scalpels, four on each hand, before throwing them at Omni, who crossed her arms in front of her to block the attack. Unfortunately, this was a distraction, as while the scalpels hit but bounce off Omni's arms, the nurse speedily bypasses the distracted goddess before attempting to slash Ben and Nadia with her bonesaw.

Quickly reacting to the ninja, Ben throws Nadia into the air before trying to block the nurse's attack with his arms. Unfortunately, the bonesaw managed to cut tears on Ben's sleeves and actually injure his arms with slash wounds.

As Ben droops his arms forward because of his injury, the nursr, now behind him after her attack, attempts to attack Ben again with a scalpel, but then Nadia comes back from being thrown by Ben and actually kicks the ninja nurse in her face, knocking her back and stunning her. Taking advantage, Nadia crouches and does a low kick to the nurse's shin before removing her own head and extends her arms, using her gead as a weapon to hit the nurse. When Nadia's head's pointy cat ears connects, Nadia then holds her detached head with one hand this time before spinning her head like a drill to attack the nurse, with her pointy cat ears acting as the drill's tip.

With her opponent still dazed, Nadia grabs her head with both hands again and throws it upwards like an improvised uppercut combined with a headbutt. When the attack sends the nurse flying, Nadia pops her head back onto her neck before jumping in the air and grabbing her opponent and somersaulting forward twice before throwing her back onto the ground with a slam.

With the nurse bouncing off the ground, Nadia tries to take advantage by trying to furiously swing her claws forward and at the nurse. Unfortunately for her, however, the nurse actually recovered in mid air before hitting Nadia with the bell of her stethoscope, interrupting her cat scratch attack. With Nadia stunned, the nurse takes out eight scalpels once more before throwing them at Nadia. This time, they worked as the scalpels actually hit both shoulders, both hands, both kneecaps and both feet of Nadia, actually nailing the cat girl into a wall and preventing her from moving.

"Oh come on!" Nadia complained as she struggles to move from her predicament. The nurse was about to leave her there until Omni jumps in and attempts to punch the nurse into ground. The nurse dodged at the last second, causing Omni to punch the ground instead, but she was caught off guard when a coin was thrown at her face, which somehow hurt like a stone hit her noggin.

The coin recoils and bounces back in Ben's hand before flipping it with a flick and catching it again. He then points at the nurse before commanding Omni, "Heatblast!"

With her new order, Omni charges up a fireball by cupping both her hands on her side. Seeing this, the nurse prepares to disappear once and for all. Just as Omni has finished charging and actually hurls the fireball towards their enemy, the nurse suddenly throws a marble at the ground, which explodes into a smokescreen. The fireball goes through the smoke and explodes in the ground.

 ***THAT'S A WRAP!***

 **-Hollow Victory-**

The ninja nurse is gone...

...and left yet another note.

"Got away again..." Ben points out as he let's the smoke from the explosion dissipate. When he walks up to where the nurse was, he finds the note and reads it. All it says is, "The name's Valentine."

"What do we do now?" Omni asks her host.

"Maybe start by freeing me?"

Ben and Omni look at the ground to see Nadia's head bouncing over to Ben's feet to get his attention. "I kinda need my body to move easier."

"Right." Ben responds before picking up Nadia's head.

The cat girl's head then playfully nibbles on Ben's hand while uttering, "Nom!" quite adorably. Ben rolls his eyes before tossing the head to Omni, who catches it while Ben goes to remove the scalpels to free Nadia's body from the wall. As he takes off the first scalpel from Nadia's right shoulder, he coule only think of the person who gave him Carol's location...

 _Valentine..._

* * *

 **To be continued...**


	3. One Woman (and her) Army

**Back.**

 **Let's read.**

* * *

 _Previously on Skullgirls: Avante-Garde..._

* * *

Ben walks down the sidewalks of New Meridian, with some of it's population being humans while most are Dagonians, a subspecies of ferals that are hybrids of humans and various aquatic animals. Upon walking around more and asking around where he can find Little Innsmouth, he finally found the district.

 _—+—_

"Such a beautiful city, isn't it, Ben?" Omni tells her host, as she is, once again, reduced herself into a head while invisible except to Ben. "All the sea theme decorations and these beautiful and handsome Dagonians... Life is such a wonderful thing."

Ben, however, rolls his eyes at how poetic his Stand is being as he walks with hands in his pocket. "Don't be so melodramatic, Omni. Innsmouth is just an ghetto style eastern neighborhood. There's some petty thugs in alleys, some drug dealers near trash cans and corrupt human cops who just so happen to be also racist towards Dagonians. It's far from the worst place in the world, but it's still bad." Ben explains Innsmouth, passing by two squid Dagonian boys who were playing tag.

 _—+—_

Dak'kull Dubu.

A small little restaurant in the middle of town built atop the sea water while it has a few apartments as second and third floors.

When Ben enters, and by extension, Omni, he/they are greeted by an oriental style room with tables and chairs, a counter and a kitchen. There are two Dagonian waitresses, one of which is a minnow Dagonian, and the main chef, who he himself is a catfish Dagonian.

 _—+—_

"Hey now, you're quite the dish." A fat man in a red polo shirt says to the other waitress; the minnow Dagonian one. "I'd like to eat _you_ up!"

His friend, a man with a white polo shirt with and a very stylish mustache, joins the conversation and tells the minnow waitress, "How about you swim over and fetch me and my pal some free drinks and us three hit the town?"

"I-I'm sorry... I need to work." The waitress could only reply, but then the fat man wraps his arm around her waist, preventing her from going away.

"Don't rush there, fish lips. You're pretty cute." He flirts with the waitress, whose eyes are shuffling around in nervousness and fear of these goons.

 _—+—_

"Hey!"

The two goons and the Dagonian waitress look at Ben, who has approached their table as he politely pushes the waitress gently before stepping in front of her to defend her.

"The lady says she's working." Ben says to the pigs as he crosses his arms and looks at them quite angrily. "Why don't you leave her alone?!"

 _—+—_

An alcoholic woman then coughs before standing up, bottle still in hand, before suddenly leaving a note on where Ben's table was before he stood up just as the other waitress from earlier places his order on the same table.

Ben and Omni immediately recall that's their table. After leaving her note, the cloaked woman starts downing her drink before leaving the restaurant. "Wait!" Ben yells at the woman as he runs to go get her but she has already gone out the door. He picks up the note she left and read it while Nadia and Minette approach him.

 _—+—_

"Got away again..." Ben points out as he let's the smoke from the explosion dissipate. When he walks up to where the nurse was, he finds the note and reads it. All it says is, "The name's Valentine."

"What do we do now?" Omni asks her host.

* * *

 _Ring!_

 _Ring!_

"New Meridian Police. Please state your emergency."

"This D. Violet, honey. Do you happen to come across a young lad named Ben Tennyson?"

"D. Violet? _The_ D. Violet? People have not heard of you for such a long time!"

"Just answer the question, darling. A lady doesn't want to be kept waiting."

"Oh, ummm, yes, ma'am... Hmm... Ben Franklin... Ben Birdland... Ben Reilly... Ah, Ben Tennyson. The kid who's been looking into the missing girl case, right?"

"Indeed, honeypot. Did he come here earlier?"

"Sorry ma'am. He never came today. It's a surprise he didn't."

"...Indeed. I'll call again later in case he swings by."

"We'll be here, ma'am. And it's an honor to be speaking to such a great vigilante such as yourse–"

 _Click!_

"...I should tell Manny about her."

"Helen! We got a new case!"

"Coming, Pierce!"

* * *

"Ow!"

A topless Ben winces as Minette stitches up Ben's injured arms as Nadia's head watches them on a nearby table while her headless body plays with a ball of yarn.

"Ya sure showed that nurse, eh, Ben?" Nadia teased with a smirk on her face as Minette giggles, continuing to stitch Ben's slash wounds.

"I'm a street brawler, not a martial artist." Ben admits before wincing again from another stitch. "I mostly rely on Omni in a fight."

Nadis giggles as her Dagonian friend finishes the stitches and grabs the sowing kit she brought before leaving for a bit. "At least your honest. I'm mostly self taught but from what just happened, I guess I'm still better in a fist fight." Nadia comments, making her head bounce over to Ben's lap with a cute smile.

Ben can't help but smile back and pets Nadia's head, who purs at the gesture. Ben's always been a cat lover. He has a pet cat at home named Zed.

"Yes! Right there~ Lower~ Rub it moooore~" Nadia suddenly started uttering as she closes her eyes in pleasure while Ben continues to pet her head. This escalated quickly, causing Ben to reel back and place her head back on the table. Suddenly, Nadia just giggled as her body takes her head and reattaches it back between her shoulders. "Gotcha!" Nadia teased Ben with a smirk while crossing her arms.

Ben could only grumble. He can't deny it was hot when Nadia started talking dirty and moaning, but it was a bit inappropriate at the moment and caught him off guard. The fact that she was actually faking it made it worse for him. "You can't just play with a man's feelings, Nadia. A man's dreams are his castle!" Ben half jokingly said to the Feral lady.

"I think you got your metaphors mixed up there, handsome." Nadia pointed out as her tail wiggles around while she walks over to another table to take two bottles of water. She tosses one to Ben, which Omni catches for him after reappearing since his arms are still wounded. As Omni hands Ben his bottle, Nadia opens hers up and takes a sip. "Why were you chasing that nurse lady anyway?" She finally asked as she jumps up and sits on a table.

Ben takes a sip of his water as well before replying, "We're looking for my friend and that nurse gave us a note that told us she'd tell us where my friend is. Unfortunately, she wasn't very reliable and just left another note instead of telling us straight."

"Well that's gotta suck." Nadia comments, crossing her arms as she let's herself dive in into this conversation. "Have you tried asking the police?"

"Me, my other friend, my stepmom and my missing friend's parents have all done that. It's been a month and we still haven't found her. But now this nurse ninja seems to know where she is, but I have no idea where this place she gave us is." Ben replies, handing the second note to Omni, who in turn floats over to Nadia to hand her the same item for her to read.

Nadia's eyes look straight at the piece of paper and reads the word and number written on it. "Lab 0?" Nadia said her thoughts out loud. "No idea where that is either."

"That's why I need that nurse lady to tell me. I need to find her or else Carol willl... she will... I don't know what will happen to her but I need to find her!" Ben suddenly began yelling as he clutches his head in rage at himself, while Omni rubs his back to make him relax.

"Calm down, Ben. We won't get anywhere if you throw a tantrum like that." Omni pointed, continuing to rub his host's back before just hugging him from behind.

Ben sighs and found the strength to calm down before rubbing his forehead. "You're right. I need to slow down a bit..." He responded, taking a sip from his water before taking a deep breath.

Nadia can see Ben's anguish. She understands the pain he's going through: to loose a friend and the feeling of helplessness when you can't bring them back.

She remembers that day as clear as the sky... yet she can't bear looking back at it for it was as dark as stained blood. Nadia only sighs and gets off the table she's sitting on before walking towards Ben and suddenly putting a reassuring hand on his shoulder, saying, "Look, uhhh, you better get some rest. My room's upstairs to the left, the door with a cat symbol on it. I got a bed and pillow but no blanket, but that should be enough. I'll go around town and see what I can find then I'll let you know."

"That's nice of you, Nadia, but I'll just go home for now. My stepmom's gonna kill me if I don't come back by 10." Ben responded, suddenly holding Nadia's hand that's on his shoulder. For a moment, Nadia's heart skipped a beat as her eyes widen for a bit. "But if I ever come back here, I'll know who to approach." Ben continued with a smile before letting go of Nadia.

Nadia shakes her head to snap herself out of her trance and smiles back at Ben, also releasing her hand from his shoulder and taking Ben's shirt and jacket on the table near them and hands them to him. "Glad to be a new friend." Nadia responds.

Ben takes his shirt first and puts it on before taking the jacket and slides it on top of his shirt. As Omni disappears, Ben and Nadia walk out of the room and into the outside so that the Feral lady could see her new friend out. "I'll tell Minette you left. You stay safe out there, Benny." Nadia says to her new friend while lightly punching his left shoulder.

Ben smiles back and nods before leaving, taking the nearby stairs before heading out to the walkways leading into the city.

As Nadia watches Ben leave, with her elbows on the wood railings and her hands cupping her cheeks while her tail waggles as a sign of happiness, Minette returns and sees how Nadia looks at their new friend. "Ummm... Nadia, you're drooling." Minette suddenly said.

Nadia gets shocked by her Dagonian friend's sudden words as she wipes away what is indeed drool from her lips. "Don't tell anyone!" Nadia pleaded.

"I don't blame you. He is quite nice... and when he was shirtless earlier, he had a good body." Minette suddenly comments.

"Well, I wouldn't say a 'good' body... But he is nice though." Nadia replies before she and Minette just laughed with each other.

* * *

 _10:29 PM_

 _Tennyson Residence_

Ben steps out of the bus as he walks down the stone steps of his front yard before finding himself at the door to his house.

Ben holds onto the door knob and tries to turn it only to feel that it's locked, so he looks around and finds a small rock near the stone steps and takes it, flipping it over to reveal it's holding a key in a slot shaped like the very item.

Taking the key before dropping the rock, he slides it into the keyhole of the knob and unlocks the door, finally letting him open it before taking the key off and closing the door behind him, locking it once he's inside.

He's immediately greeted by his family's greyish blue Burmese cat, who steps out of her basket bed to trot to her master. Ben crouches down and starts petting his cat before picking her up and letting the felin lick his nose. "Miss me, Zed?" Ben tells his cat, namsd Zed apparently, before putting her on his shoulder, to which Zed rests on as her master walks deeper into the house with her.

Ben heads into their dining room, where he found he already has a plate ready with his spoon and fork, as well as a separate plate where he can get his favorite dish: beef bourguignon.

He noticed the seat and spot on the table where his stepmom is supposed to be is empty. It was easy to figure out why as nearby, in the next room where the kitchen is, Ben can hear the sound of a water faucet pouring out water while the clattering of spoons, forks and knives as well as plates and pans can also be heard.

His stepmom's already done eating.

"You're late again."

Ben suddenly heard a voice from the kitchen as he pulls off his chair so head can sit down and eat. "Sorry, ma. I... had to look for Carol again." Ben replied to the voice as he takes his spoon and scoops up some of his dish and places them on his own plate.

"I called Carol's parents earlier and they said you didn't come to them."

Ben takes a spoonful of his dish and places it in his mouth as Zed hops off his shoulder and onto the floor to walk off for a bit. After chewing then swallowing, Ben responds, "I did come but then I forgot something in the bus I came from and had to catch up. So when I got so far, I just... went to the police and asked before staying there a bit."

"..."

"...Ma?" Ben asks his stepmom within the ktichen after noticing she went quiet from his response.

"...Once you're done, leave your plates on the table. I'll get them. Then go brush your teeth. After that, go to sleep. You have a sports festival tomorrow."

Ben sighs in relief when she finally responded and seemingly believed his words and starts chowing down on his meal. When he finished, he leaves his plate like his mom said and heads upstairs to their bathroom to brush his teeth.

* * *

Unknown to the stepmother and child, the same ninja nurse from earlier is now outside their doorstep, perching on their oak tree as he watches Ben through the window of his room as he takes off his clothes to wear something more comfortable within his own home.

Valentine, as she had revealed her name earlier, narrows her eyes as Ben stretches before going to bed. She takes out a photo of Ben, Carol and Filia all together like true friends. But the picture is slightly altered, as a red marker seems to have been used to scribble on Filia's face to cover her, an X mark on Carol's face and a circle over on Ben, like he was a target.

Valentine flips the picture over to see words written on it, saying, "the boy must die".

"Not anymore." Valentine whispers to herself before crumpling the photo and putting it inside her pocket, before taking out yet another note, ties it onto another scalpel and throws it at the wooden rim of Ben's window, making an audible "thunk!" sound before the ninja nurse jumps off the tree and runs off into the night.

With a sound coming from his window, Ben stands up from his bed and opens his window but sees no one outside. Shrugging it off, closes his window again, completely missing the note left for him as it dangles outside his room.

With the note saying, "Find a woman named Parasoul Renoir. She knows where Lab 0 is aside from me. Ask her about a man named 'Brain Drain' and about project: Demigod."

* * *

As soldiers with gasmasks and helmets run to cover behind crates as they hold their STG 44 rifles while their Panzerspähwagen with a mounted gun on it's roof is being manned, a woman wearing a black zipped up long sleeve shirt with an inverted cross on the area where her chest is, short black shirt that exposes her thighs and legs while her foot is covered by a pair of black shoes, and long flowing red hair walks up to the Panzerspähwagen's side as she holds what seems to be a closed umbrella with multiple, orange "eyes".

"Hold the line until reinforcements arrive. Understood?" The redheaded woman tells her soldiers, who all nod and cock their guns.

"Roger that, Princess Parasoul." The soldier manning the gun on the armored vehicle responds to his superior as he aims the weapon he has at the fog ahead.

Parasoul, as her soldier called her, looks straight into the fog as well while taking out her pistol, a silver Luger P08.

She processes their current situation. Ambushed earlier by Forever Knights, a mob-slash-gang of medieval themed crooks who deal in illegal weapons trading and selling, most likely to get a hold of a new weapon their military made for the Anti Skullgirl Project, all that's left of the guard unit are ten of her men, with two of them being the driver and gunner of the Panzerspähwagen respectively. There are six foot soldiers with her and the Panzerspähwagen while the last two, armed with Panzerschrecks and MG 42s, guard the weapon inside the building that the rest of their squad, including Parasoul herself, is guarding.

During the ambush an hour earlier, they lost two of their Panzers and three of their Humvees from enemy RPG fire, as well as a couple of their foot soldiers to sniper fire and direct crossbow assaults. While they lost many, they took just as much from the enemy's side with their remaining weaponry and with Parasoul's assistance. After all, that's not just an ordinary umbrella with eyeballs in her hand. It's the Living Weapon, Krieg, an umbrella shaped weapon passed down through Parasoul's family for generations, as it uses its many eyes to shed Napalm Tears to burn almost anything.

Parasoul has analyzed the situation. After calling for reinforcements and an extraction team, they must hold the line for a couple of minutes until their rescuers arrive.

And right on cue, a couple of the Knights already run in through the fog with longswords in their hands. "Open fire!" Parasoul commanded her troops and they all began shooting, with the mounted machine gun being the strongest and loudest of the bunch.

Literally just realizing their mistake by bringing swords to a gun fight, the sword wielding knights started falling back but were caught in the rain of bullets by Parasoul, her six troops and the heavy machine gunner.

When the machine gunner's heavy weapon ran out of ammunition, he shouts, "Reloading!" before his partner inside the vehicle hands him another belt of bullets.

"Give him covering fire!" Parasoul commands the rest of the squad as she unloads the empty magazine in her pistol and puts it in it's holster before switching to Krieg, her umbrella, and starts firing Napalm shots at the next wave of Knights.

As their weapons are smaller and less complicated than their heavy artillery, the foot soldiers unload their empty magazines and reload their guns faster than their Panzerspähwagen machine gunner and gives him covering fire.

The next Knights are now holding shields, with bullets bouncing off them as they fire back with their automatic crossbows. One of these crossbow bolts managed to hit a soldier square in the face, falling down on the floor, lifeless. "Man down!" The soldier who was beside the one that had just died yelled, pulling his dead comrade into cover before tossing a Stielhandgranate into the enemy wave, which explodes and knocks down some of the Knights and leave them open for more bullet fire.

Parasoul herself assisted her soldiers quite a bit as her napalm shots are heating up some of the shields and makes them weaker and more susceptible to bullet damage, shattering the heated up shields the more damage they take.

Once the second wave was done, their machine gunner is done reloading and is ready for the next wave: Knights with bulkier and bigger armor as well small shields and large maces. A total of four heavy knights.

"Aim for their heads!" Parasoul yells and all her soldiers do so as she commands, aiming their weapons exactly at the heads of these 8 foot tall knights.

But before they could even start firing, a large beam of plasma comes from within the fog and hits their greatest weapon: their Panzerspähwagen. As their heavily armored vehicle explodes and the shockwave from the explosion knocks all of them down, including the princess herself, a gigantic tank emerges from their enemy's side of the fog, joined by more knights with their crossbows, and one of their faction leaders while Parasoul's Panzerspähwagen burns, with only it's charred remains left behind after getting annihilated.

Wearing similar armor to his underlings with the exception of a helmet, revealing his face with an extended goatee and greying sideburns on his hair, the Knight leader smiles as he holds what seems to be a lance while approaching their enemies, his heavily armored bullky knights following him to act as his guards.

"Isn't this quite the predicament you got yourself into, Princess Parasoul." The knight leader mocked his enemy as he uses the tip of his lance to raise the chin of Parasoul while she remains sitting with her knees to the side after the explosion knocked her down. Parasoul only glares at the scum in front of her before pushing away the lance on her chin.

"We didn't get ourselves into this, Cyrus. You and your foolish Forever Knight schemes forced us into a wall." Parasoul points out as she struggles to get back up while the rest of her remaining five soldiers stands up as well before running in front of their master to defend her, aiming their guns at Cyrus, the Knight leader.

"Schemes? Why, we are merely doing business! Your Anti Skullgirl weapon will be of better use in the black market than for it's supposed intended purpose! The Skullgirl cannot be defeated, just as much as the 678 incident has proven!" Cyrus replies back to the princess while the tank behind him and his guards turns it's turret and aims back at the soldiers and Parasoul.

Cyrus' words only angered Parasoul but she kept her calm demeanor and directs her rage inward instead of releasing it. The 678 incident is not something she wants to think about right now. Snapping her fingers, her troops immediately separate to make way for their master as she walks towards Cyrus and aims Krieg at him. "If you wish to take Project Potis Altiare from us, then how about a duel?" Parasoul suddenly proposed to Cyrus, who raises a brow in confusion but slight interest.

"A duel, you say?" Cyrus asks back, holding his chin with his free left hand.

"Yes. A duel. One on one. You and me. My Krieg against your Laser Lance." Parasoul challenged her foe as she narrows her eyes.

Cyrus actually smirks at the offer before he suddenly stabs the ground with his lance and embedded it into the floor to keep it upright. "I accept your challenge on one condition... You and I wield ordinary blades." Cyrus offered before putting on his helmet and snapping his fingers to gesture to two of his knights.

Both nod and toss their respective swords to their leader, who catches the two blades and tosses one to Parasoul. When the princess catches it, she hands Krieg to one of her remaining troops and holds the sword in a fencing stance. "I've heard you practiced fencing, milady. I'd like to see that in single combat." Cyrus asked, genuinely meaning to see Parasoul's sword skills himself.

Without uttering a word, Parasoul spins the blade in her hand and stops before holding it close to herself. She narrows her eyes as Cyrus charges at her with a war cry and a swinging blade.

 **Ladies and gentlemen, it's...**

 **~SHOWTIME~**

Parasoul blocks Cyrus' swing with her own blade before parrying it to knock him back off balance. She then taps Cyrus on his chest with the tip of her sword's handle before slashing at the Knight leader a few times and ends her combo with a stab.

Because of his armor, Cyrus is not wounded but the strikes Parasoul did gave blunt force instead, with her last stab knocking him backwards with a skid. "En garde!" Parasoul challenged her foe as she spins her blade once more before pointing it at Cyrus.

"Hmph." was all Cyrus uttered before striking his armored chest with his armored fist and then runs up to Parasoul with his sword ready to strike. However, with a few swings, Cyrus could barely hit the princess as she held her blade close while stepping to her sides to dodge each strike before she found an opening and slashes at Cyrus once more, this time, creating a visible slash mark on his chest plate.

As he holds his chest plate where the mark is, he looks back at Parasoul to see her suddenly just turn away and yawn, as if to mock him. As their respective soldiers watch them while forming a ring around them, Cyrus growls in angers as he clenches his fist over his chest plate, scratching it in the process and making a loud screeching noise as well.

He then yells angrily before running at Parasoul with another swing. When the latter attempts to block it, in his rage, Cyrus' swinging strength became stronger and managed to knock back Parasoul, surprising her. "W-What?" Parasoul could only mutter before Cyrus stars swinging in fury. While she managed to block all his attacks with her sword, they were all strong strikes and each one kept sending her skidding an inch backwards with each attack.

Cyrus' last, upward slash actually managed to striker her blade so hard, it was flung off her grip and disarms her, leaving her weaponless. Upon seeing their mistress in danger, the soldiers all start to go for their guns, until Cyrus swings one more time sideways but Parasoul jumped and dodged it.

When Cyrus noticed Parasoul didn't come back down immediately, he felt his sword suddenly became heavy as it's blade creates a small, clanging noise. He looks to his side to see that Parasoul has balanced herself on his sword's blade with one foot. Smirking at her opponent's surprised face, Parasoul then backflip kicks Cyrus by his chin, knocking off his helmet and knocking him back before forcing him to let go of his sword. As she lands on the ground while Cyrus falls on his back, Parasoul catches her enemy's sword before pointing it at the Knight's throat in close proximity.

 ***THAT'S A WRAP!***

"You've lost, Cyrus. Yield." Parasoul tells her enemy, threatening to stab him with his own weapon right into his neck.

With his face now visible with his lack of a helmet, Cyrus is clearly angry as he suddenly grabs the blade of what was earlier his sword and uses his armor and strength to pull and toss around Parasoul before throwing her into her own soldiers, who catches her in panic. "Shoot them, now!" Cyrus, now just a sore loser, commanded his troops as he runs away from his enemies and into his knights for protection and out of cowardice.

Following the orders of their leader, the Knights all aim their automatic crossbows at the group. The tank occupants follow as well, aiming the turret of their vehicle at Parasoul and her remaining troops.

However, just as it charges up another plasma blast, two rockets hit it and destroys it, exploding into an inferno as it knocks away the knights around it. The remaining knights and heavy knights all look at where the rockets came from and see the two soldiers that were meant to guard the Skullgirl weapon have come out of the building, wielding their Panzerschrecks.

The bulky, heavy knights growl as they smack their maces into their shields as a sign of mocking their enemies before they charge right at Parasoul and her men...

...until something gigantic lands between them, stopping the heavy knights into a halt. Standing 16 feet tall, wearing the same uniform, gas mask and helmet as his comrades, while also having a small TANK ATTACHED TO HIS LEFT FIST, this gigantic super soldier looms over the mere, 8 foot tall heavy knights, one of which subconsciously dropped his mace and shield in fear before passing out and falling on the floor.

"You dare harm Princess Parasoul Renoir, current head of the Renoir family and leader of the Black Egrets?!" The gigantic super soldier says to the heavy knights as he puts his face close to his foes. Before the heavy knights could even respond, the super soldier of the Black Egrets, apparently the name of their organization, then just rears back his tank fist and then punches all three, conscious heavy knights before launching them straight into the sky with his absurd strength.

The seven Black Egret soldiers, including the two that guarded the weapon, all cheer as Parasoul smiles at the giant tank fisted man, saying, "Good work, Panzerfaust."

Panzerfaust, the super soldier, turns around to face his superior officer and salutes with his normal right hand and replies, "All in the name of the Renoir family, Princess Parasoul. And I did not come alone."

True enough, the sound of a helicopter's rotors spinning caught their attention and makes them look up to see a transport chopper with with a black umbrella symbol on it's side, signifying that it's one of their's, judging by the logo. It then drops down more Black Egret soldiers armed with MG 42s and they all start pushing back the remaining knights, who all start retreating when the heavily armed soldiers started firing at them.

Parasoul smiles as she walks towards the building where the Anti Skullgirl weapon is as Panzerfaust and the seven soldiers she fought with earlier follows her. Upon opening the door, she sees the weapon, still intact and ready. "All in a day's work." She utters with a smile. "Get the extraction team here and transfer this important cargo back to HQ." She tells Panzerfaust.

"Roger, ma'am." Panzerfaust replies. "Also, Adam was news from his mission with our stealth squadron." He adds.

"Good news, or bad news?" Parasoul asks as combat medics enter the building and starts patching up the soldiers with her.

"It depends on how you view it, ma'am." Panzerfaust claims before continuing. "He and Juju have found the new Lab 0."

Parasoul sighs and rubs her forehead just hearing it. Shaking her head to shrug off her headache, all she could really say is, "Definitely bad news."

* * *

 **To be continued...**


	4. Ben vs Evil Undead

**It is I, Just Q. I have returned. Happy Belated Halloween, everybody. On that note, this is my Halloween themed chapter. Still part of the main story, so we don't get sidetracked.**

 **Still, I just want to say thank you to those who read this, regardless whether you are familiar with Skullgirls or not, or if you're a Skullgirls fan who likes this despite little knowledge of Ben 10 itself. I appreciate your support.**

 **With that said, let's read.**

* * *

 _Previously on Skullgirls: Avante-Garde..._

* * *

"Ya sure showed that nurse, eh, Ben?" Nadia teased with a smirk on her face as Minette giggles, continuing to stitch Ben's slash wounds.

"I'm a street brawler, not a martial artist." Ben admits before wincing again from another stitch. "I mostly rely on Omni in a fight."

 _—+—_

Nadia only sighs and gets off the table she's sitting on before walking towards Ben and suddenly putting a reassuring hand on his shoulder, saying, "Look, uhhh, you better get some rest. My room's upstairs to the left, the door with a cat symbol on it. I got a bed and pillow but no blanket, but that should be enough. I'll go around town and see what I can find then I'll let you know."

"That's nice of you, Nadia, but I'll just go home for now. My stepmom's gonna kill me if I don't come back by 10." Ben responded, suddenly holding Nadia's hand that's on his shoulder.

 _—+—_

"You're late again."

Ben suddenly heard a voice from the kitchen as he pulls off his chair so head can sit down and eat. "Sorry, ma. I... had to look for Carol again." Ben replied to the voice as he takes his spoon and scoops up some of his dish and places them on his own plate.

 _—+—_

"...Once you're done, leave your plates on the table. I'll get them. Then go brush your teeth. After that, go to sleep. You have a sports festival tomorrow."

 _—+—_

Parasoul smiles as she walks towards the building where the Anti Skullgirl weapon is as Panzerfaust and the seven soldiers she fought with earlier follows her. Upon opening the door, she sees the weapon, still intact and ready. "All in a day's work." She utters with a smile. "Get the extraction team here and transfer this important cargo back to HQ." She tells Panzerfaust.

"Roger, ma'am." Panzerfaust replies. "Also, Adam was news from his mission with our stealth squadron." He adds.

"Good news, or bad news?" Parasoul asks as combat medics enter the building and starts patching up the soldiers with her.

"It depends on how you view it, ma'am." Panzerfaust claims before continuing. "He and Juju have found the new Lab 0."

Parasoul sighs and rubs her forehead just hearing it. Shaking her head to shrug off her headache, all she could really say is, "Definitely bad news."

* * *

 _Ring!_

 _Ring!_

"This is Vitale Medici. What do you want?"

"You know who I am."

"... Dahlia. It's for you."

 _Tap._

 _Tap._

"Black Dahlia here."

"It's complete, but we still can't get it a new host. Simply using the samples you gave us won't work. Because we based my invention on the actual one, it seems it requires the real deal's samples as well."

"I see. So you can mix both samples to make a new one that's compatible with our project?"

"Yes."

"Interesting... I always wanted someone I can call my own chi–"

"You'll need the other sample first."

"... Do you know who has what we need?"

"From our spies, they say it's a boy. We'll send you a photograph of him later."

"Fantastic."

"Our spies also said his school will be going on a sports festival tomorrow at the Canopy Kingdom, so there's a chance he'll be there."

"What a lovely coincidence."

 _Ka-chink!_

"I'll just scrape off what's left of him on the floor after I'm done."

* * *

Yawning as he stretches both arms, Ben awakens on his bed as his alarm clock rings loudly. Omni appears before him as she also yawns and turns off the alarm clock for both of them.

As the brunette boy stops lying down and sits on his bed, wearing only a white tank top and black boxers, he holds onto his left shoulder with his right hand before he turns his left arm in place to make it pop a bit.

Omni then voluntarily holds onto her host's shoulders and starts massaging them, making the brunette sigh in relief. "I never got to ask before, but why do you do these massages for me even when I don't ask?" Ben asks his goddess ally as she continues massaging him.

"Eh. I, as a depowered goddess, may need sleep, but I don't get cramps like mortals do. So I might as well get you in tip top shape before you head out." Omni responded before halting and then pushing Ben slightly to make him stand up from his bed.

Ben indeed does stand up before stretching once more and heading to his bathroom, opening the door, entering the very room and closing the door behind him. Out of respect for her mortal friend, Omni opted not to follow her host in the bathroom and sat on her host's bed instead, waiting for him.

UponeUpon hearing what seems to the sound metal creaking like a faucet was turned on, as well as the sound of water pouring out of the shower, Omni floats above Ben's bed and looks around in the room that she has grown to be familiar with ever since being stuck with him.

Looking at Ben's notebook on his study table, she scans to see if the boy has actually been taking notes about his lessons and subjects. To her surprise, he has, albeit he seems to be doing so with little effort. He seems to have taken only the important parts of the lessons and taking a few words in for some context. He also doodles a lot when he's not writing.

Rolling her eyes before moving away from the table, Omni goes ahead and fixes the bed they both lay on last night, though for her case, floated beside Ben in her invisible, neutral state. She first takes the blanket out of the bed and folds it, temporarily placing it on a nearby chair so she can take Ben's single pillow, which she places with the blanket as well, before moving on to fix the bed sheet.

After doing so, she puts back the blanket and pillow on the newly fixed bed. The demigoddess moves on next to opening their window to get in some fresh air. Even as a deity, Omni can still appreciate the simple things mortals enjoy, like the cool breeze and breathable air of the world her father had created.

Looking outside the house, she can see clearly the good side of humanity as she spots some of the neighbors talking to one another in genuine happiness, some children playing down the streets and a couple walking their dog around.

Each day, she learns to appreciate humanity more and more. And the more she does, the more she wants to be wished back to her full potential so she can come down to the mortals and help them herself.

But just as she keeps looking around, she finally spots the scalpel on Ben's window, with a note attached. Taking it off the rim of the window and unfolding the paper to reveal the letter it contains, her appropriate reaction was... just her facepalming, knowing who left this... again. "That nurse needs to just tell us straight already..." Omni said to herself.

"Lemme guess..."

Omni turns around to see Ben, wearing a green shirt with white shorts this time, fresh from the shower and holding his towel over his shoulder, with a scowl on his face, but it's not meant for his demigoddess.

"That hot, ninja nurse left another note?" He continued.

* * *

"Parasoul Renoir?"

Ben asks, now in his school uniform, holding his small bag over his shoulder, asks Omni, back to her invisible state, as he walks down the road to the bus stop, reading the note given to him by Valentine.

"Indeed. According to your history books, which you don't read, judging by all the dust that had covered it when I used it while you were asleep once..." Omni tells her host, simultaneously scolding and mocking him in the process. "The Renoir family are the rulers of the Canopy Kingdom, with Parasoul Renoir as it's new crowned princess and leader of it's military force, the Black Egrets."

"Sounds fancy. But how will we talk to someone with THAT much authority? I can barely able to soeak to our class president. What was her name again?" Ben asks, trying to recall his own classmate.

"Patty Berkenfeld." Omni answered for him.

Ben waves his hand at his invisible Stand as he responds with, "Yeah, yeah, her. Anyway, like I said. How can we talk to the princess of OUR kingdom?"

Just as they reached the bus stop, right on cue, the school bus Ben will take arrives... and on the side is a banner attached to it with Parasoul's very picture on it and a message that's saying she is coming back to Canopolis, the capital of Canopy Kingdom, after months of absence due to her missions. "Wait... Isn't your sports festival today going to be in Canopolis?" Omni asks her mortal host.

"Yeeeep." was what came from Ben's lips, a smile forming shortly afterwards.

* * *

 _ **They are here, aren't they?**_

 _Why ask me? You are strong enough to ravage this city to flush them out._

 ** _I am not falling for your schemes. No innocent people will be involved. I want the Medici!_**

 _Then why not try finding their house and knock down their door? What little power you are getting from me while trying resist me is still enough to handle them._

 ** _Not a bad idea..._**

 _You can have all my power if you just let me in. Then we can crush the Medici altogether._

 ** _Then what? You'll destroy the world next? Is that it? Make yourself useful... Get us our minions._**

 _What seems to be the problem? Can you not handle this on your own? My previous host nearly destroyed the whole Chess Kingdom by h–_

 ** _Shut up and do your job..._**

 ** _...stupid heart..._**

* * *

Sitting in the third row seat to the left side of the bus, Ben and Filia look outside the window next to them as their other schoolmates bicker, murmur and talk amongst themselves. Just behind their vehicle are four more buses containing other students from their school, taking them all to Canopolis for the sports festival. This festival involves every major school from different sides of the country to compete and win different prizes, ranging from individual ones that is exclusive to a single contestant, to awards that help the school they are from.

But for Ben and Filia, who had just been informed, this is their chance to get to princess Parasoul. "So how do we actually approach her while we're there?" Filia asks her friends, wearing a white bowler hat with a dark purple strap circling around it to cover Samson up as the Parasite hid himself well in the headwear.

"While everyone gets busy, we sneak away from the group and find our way to her castle." Ben suggested.

"Oh yeah. Sure. We'll beat it out of her!" Samson, still underneath the hat, says with such rage.

"A little uncalled for, Samson." Omni, invisible, speaks to the Theon, who merely scoffs and growls.

"We can find your friend ourselves! We don't need anyone else." Samson angrily replied, causing his host, Filia, to scowl at her own living hair.

Ben could only sigh as his best friend, demigoddess and her best friend's argue. As his spot is just beside Filia, who's right beside the window of the bus, he can't really do some relaxing brooding to look outside as the wind flows on his face. So he simply looks around the bus and watches his other classmates, as well as Mrs. Victoria behind the driver's seat.

 _I miss the days when I was just a normal kid attending dumb classes and drawing superhero characters._

Ben thought to himself before he slowly closed his eyes and his mind goes adrift to a deep sleep as their bus continues to travel the road leading to Canopolis...

* * *

Canopolis.

The capital city of the Canopy Kingdom, blessed with a very socially-conscious royal family, a strong military, and amazing technology. Sprawling with many advanced vehicles, average to rich residents, scholar students and well armed patrol, the city at this time seems to be thriving.

But even with such a bright light shining upon this lovely city, the light always leaves behind a shadow of darkness...

A middle aged man, wearing a black suit as well as a top hat and a red bowtie, chuckles as he walks down the sidewalk while on his phone, speaking to someone else. However, because he is distracted, he fails to notice a short person hiding underneath a thick cloth acting as their cloak covering them, bump into the man as this person kept walking.

Because of their small collision, the man accidentally dropped his phone and caused his initial glee into small rage, as he yells at the cloaked figure, "Hey! Watch where you're going!"

However, the cloaked figure did not stop walking as their feet kept going, even stepping momentarily on a puddle of rainwater. Still enraged, unfortunately, the man struts to the stranger to grab hold of their shoulder and say, "Hey! I'm talking to you–"

The well dressed man did not expect what he saw, however, as because of his hand on the stranger's shoulder accidentally pull on the person and force them to turn around...

...and the man immediately saw the eyes of this cloaked being: red eyes with half of a skull shape in each eye and darkening eye sockets.

"Y-Y-Y-You're a... a Sk–" The man attempted to speak, but could only stammer in fear as he backs away, taking a few steps back before he accidentally trips on a crack on the sidewalk, landing on his rear before continuing to crawl away from the cloaked figure.

The being itself finally took off her cloak, letting it be taken by the wind, and reveals what she was hiding.

She resembles 14 year old girl. Dressed like a demented maid, holding a demonic vacuum cleaner, surrounded by floating, disembodied skulls, with pigtailed white hair comparable to a corpse so freshly dead and her previously mentioned red eyes, the little girl can now be seen clearly by the other pedestrians around her as a blue, ethereal aura surrounds her body. She can only be described as one thing... She is the–

"SKULLGIRL!" one of the pedestrian yelled after seeing this little lady reveal her true identity, causing all the other civilians yell in panic and they began running away in fear from the little devil darling.

* * *

"Gah!"

Ben is awakened by the sudden halt of their bus as the wheels screech while the driver hits the brakes. As he caressed his temple and shake off his newly awakened head, he gets fully awakened when Filia scooted by him and leaves their seat as she runs with their other classmates to get outside of the bus.

"Ugh... Did we hit a peacock or something?" Ben joked, still holding his head as he slowly stood from his seat and heads outside of their vehicle.

Upon joining his classmates, he noticed that they're all looking at the right above the city of Canopolis while their whole bus crew and school are near the entrance to the capital.

Following the gaze of his fellow students, he looks at what they're all looking at...

...only to see a blue beam of light erupting from the very center of the city, rising from it as it pierces the clouds... before it briefly vanished.

"What the heck was that?!" One of the students, which Ben remembers as the kid named Cash Murray, asked his classmates, looking in every direction in panic.

"I don't know! Maybe a light show from my circus crew? They did say they'll be in town today..." one of Ben's female classmates who has two, weird, long feathers on her head, a girl named Feng, tried to stay optimistic.

However, one of their classmates, a boy wearing glasses everyone knows is JT, started shaking in place while holding his head before he starts yelling, "The city is under attack! We have to get out here!"

"I think you're just being paranoid, JT." Filia tried to reassure her scared classmate.

However, just right on cue, a couple of soldiers exit the city in time to approach their school crew. Being the teacher in charge, Mrs. Victoria approaches the incoming soldiers to speak to them. Her very students started looking at each other out of curiosity of what's going on in the city.

Ben keeps an eye on their teacher, waiting for her to return to them so they could all know the situation. When he spots Victoria nod at the soldiers before she returns to her students, and announces to them, "We are heading back. No need to panic, children. Canopolis is under attack by the Skullgirl but the Black Egrets are handling it. Unfortunately, the sports festival will be cancelled because of this, so we will all return to Bellwood."

Some of the students all collectively say "Awww..." as they reluctantly go back to their respective buses. However, while most of them head to their vehicles, Ben, still staring into the city ahead, grips his fists in worry about the people in the city as he sees what seems to be a blue fireball flying off to the distance before zipping straight back into the city, as if it's looking for something.

It's sudden change of course was powerful enough to make a sonic boom, with the shock wave and loud sound it caused strong enough to shatter every glass window on the nearby buildings.

"That was the Skullgirl... I can sense her vast pool of malevolent energy..." the disembodied voice of Omni spoke.

With narrowed eyes, Ben nods at his invisible compatriot as he moves a foot forward to move...

...until someone grabs him by his right arm, causing him to look to see it's Mrs. Victoria who's holding him, not even looking at him at all, yet paying enough attention to him to stop him. "Where do you think you're going?" The teacher asked, still keeping her grip on him while eyeing her students going back in the buses.

"I'm going to the city and help those people..." Ben replied, looking away from his teacher and back at Canopolis, all while he's letting Victoria hold onto him.

"And you think I'm just going to let you?" Victoria replied, with her hand tightening over Ben's arm. Her tone had such venom and slight rage... yet it had a small hint of concern. The concern seems to be aimed at Ben, himself... yet the rage is for something else...

"If you won't, I'm still going." Ben responds to his teacher, before finally shrugging off her arm and walks away.

Even though her student may be heading to certain death, Mrs. Victoria finally looked and watches Ben head down the road to the city, her expression being as neutral as it can be, as if not to show emotion.

However, the soldiers from earlier, still here, noticed that a civilian is about to head into the danger zone. "Halt! Civilians are not allowed to enter the city until the danger of the Skullgirl is gone!" One of them warn Ben, getting in front of him to stop him from going further.

"That's why I'm heading in." Ben responded to the soldier before pushing him away and kept walking.

The soldiers all look at each other in confusion before they run up to Ben to pull him away...

...until Ben whispered, "Clockwork."

In an instant, time stops for everyone again but Ben and Omni, who had just turned visible after everything is frozen, courtesy of her.

"The time stop only lasts 5 seconds in our perspective. We better go." Omni reminds her host, who gives her a thumbs up and the two of them head to the city.

When time returns to it's flow, to the soldiers, Ben suddenly just disappeared like dust, causing them to look around in confusion.

Victoria saw the same thing, yet instead of surprise or worry, she only sighed and fixes her glasses by lifting it up to her nose.

"That boy's always so...Alway hot-blooded..."

* * *

Opening their big doors, Parasoul, followed by her Black Egret Lieutenants, namely, the Egrets communication officer, Molly, their super soldier, Panzerfaust, and their lead engineer, Roxie, heads down their hallway leading to their Tactical Operation room as she reads some of the documents and date they have on Skullgirl history while Molly, herself, is carrying more papers for her commander to read in case she needs them.

"We just got back from a mission and our city is immediately attacked by the Skullgirl." Parasoul complained, handing one of the documents in her hands to Roxie to her left. "Is the Anti Skullgirl Weapon ready?" She asks the Black Egrets engineer as she reads the data they have on the possible abilities a Skullgirl may have. She had just finished reading about their ability to summon the undead as minions.

"Schädel Brecher is 90% finished, ma'am." Roxie replied as the four of them near the war room. "But it's weapons systems and power source is fully functional and can be used even in this state."

Handing the "Ability" documents to Panzerfaust behind her, Parasoul shook her head at her engineer as she points out, "Even if it's small, there's a 10% chance it may backfire on us and possibly harm more people. I am not risking that immediately until we get desperate. Have it on the ready but we will do our best ourselves to handle the situation. If all else fails, we use Schädel Brecher on the enemy." The princess continues to read the next data file about the list of known and named Skullgirls throughout history.

"Roger that, ma'am." Roxie replied to her superior officer.

"Do we have information about where the Skullgirl is heading?" Parasoul spoke once more, giving the file in her hand to Roxie once more before she reads the last document she has: the Lab 0 Anti Skullgirl program and it's possible... "candidates" for the "job".

Panzerfaust nods in response to the princess' question, even though she's busy reading and therefore cannot see him, especially since he's behind her. "Our patrols say that the trail she had left behind leads directly to the Medici Tower." The gargantuan super soldier adds as their group finally entered the war room.

Filled to the brim with analog computers, soldiers as guards, radios, computer operatives and... one janitor, the war room is quite busy, especially now that the greatest threat in mankind's history has resurfaced. As the room is circular, in the middle is a table of the same shape while it is surrounded by the many analog computers and operatives. The princess and her lieutenants proceed to the table and take their seats.

While Roxie and Parasoul had no trouble with their chairs, Panzerfaust has trouble with his, considering the size difference between him and it. Taking into account his weight, as well, he might crush it with his buttocks. So he opted to merely stand in his spot instead. Molly, on the other hand, has trouble trying sit as well. With all the stacks of paperwork in her hand, she could barely see what's in front of her. One of guards finally approached and helped her by helping her place the papers on the table and then pulling her chair for her like a gentleman.

Molly showed her appreciation by smiling at the guard before mouthing the words "Thank you!" to the man before sitting on the chair pulled for her. She then awkwardly pulled herself and her chair torwards to the table while everyone else, who are also staring at her the whole time, waits for her.

"We need a plan of attack on the Skullgirl." Parasoul spoke to finally break the silence as she slams the document in her hand onto the table. "Have teams of our men evacuate or escort any civilian within a 5 mile radius of the Medici Tower to a safer spot, most preferably one where some of our men can defend. Take most of our patrols from their shifts to help with the evacuation to lessen the time needed for this. Molly, contact Adam and tell him once he arrives, rendezvous with a team I will send at the Mr. Gyro down in Ahad street and he'll lead the evacuation squad."

"Yes, ma'am!" Molly replied together with a salute.

"Panzerfaust, you and I will lead a team, alongside some of our vehicles, to attack the Skullgirl. We'll get as close as we can to her and apprehend the enemy while our men give us cover." Parasoul tells her Panzerfaust, who nods and beats on his chest with his right fist. "Molly, inform Juju and tell her to find a building near the Medici Tower with a vantage that has the most view she can get to give us covering fire." The princess added.

"Roger that!" Molly replied yet again, this time, bringing out a notepad from her chest pocket and writes down her to-do list.

"And Roxie!" Parasoul spoke to next. "Have Schädel Brecher at the ready, like I said. When I give the signal, or if any or both of me and Panzerfaust... perish, activate it and fire away."

With a sigh, Roxie nods at her commander and replies, "I hope it doesn't come to that... But roger."

Parasoul nods at her Lieutenants before standing up first and yells to everyone in the war room, "Alright! Black Egrets! It is our duty to protect the innocent, all people in any and all walks of life! We will stop the Skullgirl today! ...Or die trying." With her short speech delivered, she walks away first before Panzerfaust follows her. Roxie takes some of the documents she needs to see if there's information that can help her tweak the superweapon before leaving to attend to it.

Molly stays behind to rise from her seat and commands the rest of the computer crew to help with communications. She claps her hands to signal her team to start working, all while saying, "Get moving, people! Somebody, get me my set. Zaimont, get the communicator fired up for Adam and Juju!"

* * *

With speeds faster than sound, the Skullgirl has a stern face and drive to reach the Medici Tower as her speed is still shattering the windows of every building she passes by.

However, just as she is mere half a kilometer away, a pillar of flame suddenly erupts from below blocks her path. Even her halting in mid air created another sonic boom that blows away the flames... but from the ground, Ben and Omni arise and land on a nearby rooftop.

The Skullgirl's blood red eyes stare at the duo, catching interest on them as she slowly floated down to their level, still hovering a few inches above the floor.

Ben himself looks at the dark maid eye to eye. Admittedly, he finds her quite attractive but it's not something he wants to think about right now. Entering a fighting stance, he continues to stare at her as Omni also prepares herself behind him.

"Who are you?" The Skullgirl asked Ben, holding onto her demonic vacuum while the floating skulls around her all have their eye sockets glow blue and they all open and aim their mouths at the duo.

"I dunno. Maybe if you share us your name and your reason for attacking the city, I might just share you my name and we can be friends." Ben sarcastically replied.

However, the Skullgirl merely harrumphs as she rises from the floor, gently floating above her new foes as the skulls around her start orbiting around her in high speed like multiple moons around a planet.

"I sense some purity within your heart. I do not wish to hurt a bystander... And you..." The Skullgirl spoke, switching her attention to the goddess behind Ben. "The Skull Heart speaks and says it recognizes you. A goddess, once among the high ones, now banished for being... different. For your sake, leave me alone, and let me go on my business."

"Hmph." Omni replied. "You do not scare us, corrupted child. If you truly did not wish for any innocent to be harmed, you will comply and stop this madness."

"If you refuse, then I will render you down until you can no longer fight." The Skullgirl threatened them and the orbiting skulls stop and all aim back at the duo.

 **Ladies and gentlemen, it's...**

 **~SHOWTIME~**

The skulls then open their collective mouths and fire ethereal beams of blue energy, forcing Ben to sidestep and dodge the beams at the last second. Unfortunately, it only blew through the building behind him instead, causing the top half of said structure to crumble into a pillar of dust.

To counterattack, Omni throws her hands at Ben's and the boy spins in place while holding his goddess in his hands. After enough momentum, Ben then throws Omni at the Skullgirl like a cannonball.

The corrupted child, however, saw it coming, as she has one of her biggest ghostly skulls move in front of her to block Omni's flying kick. Omni's momentum is stopped as her foot met the skull instead, forcing her to push herself off of it by flipping back.

The Skullgirl felt confident as the same skull she used to block aims at Omni while she recovers in mid air. However, just as it opened it's mouth, Ben suddenly yells, "Heatblast!" To the Skullgirl's surprise, Omni fully recovers and suddenly conjures a fireball in between her hands before throwing it at the skull, destroying it before she throws another one at the Skullgirl herself.

It actually hits her dead on and knocks her back. The Skullgirl halts herself before rushing in at Omni, batting her away with her demonic vacuum and sent her back to her host.

Ben catches his tethered companion in his hands but was shocked when a flying battering ram entirely made of skulls, with one end being a gigantic skull to act as the head for the ram, suddenly hits both of them, sending flying into the previously crumbled building, creating yet another pillar of dust after they crash. The Skullgirl began taking less interest in her enemies as she began floating away from their battlefield... until, from the dust atop the debris, a vine whip suddenly emerges, tying itself around the Skullgirl's leg, which astonishes the little devil darling as the dust settles to reveal Omni and Ben, still standing, with the former seemingly have grown the same vine from her palm.

"Try Wildvine down for size!" Ben mocked their enemy as his demigoddess friend uses the vine to pull the Skullgirl close to them. Upon bringing her in close, Ben proceeds to punch the Skullgirl directly in the face, making the young woman stagger and grunt in pain as she reels back in pain. Ben did not stop there as he knees her in the gut, making her cough out some of her saliva, then steps on her foot that's not tied up by the vine Omni had used to keep her still before Ben punches her more in the face a couple of times then ends it by headbutting her own head, making her dizzy as she staggers more.

To follow up, Ben snaps his fingers and signals the goddess behind him. Omni smirks and holds onto the vine growing from her hand and pulls up. With the vine still wrapped around her leg still, ths Skullgirl is also pulled into the air as the goddess swings her whip around like a crazy cowboy. The tethered companion of Ben then swings the whip down and pulls the Skullgirl into another nearby structure, making hole in it's wall in the process.

Unfortunately, the Skullgirl is obscured by a wall of dust as well before one of her floating skulls emerges from her spot and blasts another blue laser from it's mouth, this time, at the vine restricting it's owner to cut it and free her. The Skullgirl herself then emerges as her hands start glowing while she raises them in the air.

Omni retracts her snapped vine whip as she and her host keep their eyes on their enemy and prepares themselves for another attack. What they did not expect, however, is the Skullgirl suddenly having her raised hands suddenly brought down and, in a mere instant, multiple and differently shaped coffins appeared after brief flashes of light. Each coffin opens to reveal multiple, complete skeletons with different, worn out clothes. Some of them even have weapons, like swords, Tommy guns and knives.

When the eye sockets of each skeleton suddenly gain the same blue glow, they all come to life and jump out of their respective coffins, ready to attack their summoner's enemies.

"An army of undeed soldiers... Just great!" Ben sarcastically remarked as a skeletal pirate lands directly in front of him and jumps at him with it's old but still sharp cutlass. The undead pirate swings it's blade at Ben for a slash, but the latter dodges the attack. He takes advantage by punching it straight on it's back spine and makes the pirate's fragile body to fall apart.

Next, a skeleton wearing what seems to be a dress and holding knives comes at Ben, but Omni steps in between and slaps the undead lady with the back of her hand and breaks her apart as well.

More of their undead enemies come running in. In a hurry as a mafia skeleton with a Tommy gun, Ben yells to his companion, "XLR8!" Omni quickly holds onto his shoulder and speeds both of them up just as the gun wielding undead starts firing.

The Skullgirl is quite busy watching the carnage as her army keeps her foes busy. When Ben and Omni suddenly start tearing through all of them in blinding , the Skullgirl scowls and conjures more of her giant, floating skulls and has their mouths open before they fire their beams at the very building the duo are standing on, making it explode and crumble into nothing more than ash.

 ***THAT'S A WRAP!***

 **+You Lose+**

As smoke rises from all that's left of where Ben and Omni used to be, the Skullgirl is still scowling before closing her eyes solemnly and flies away once more.

However, she failed to notice that one of her open coffins still has an undead creature within it. And, unlike the others... it seems to still have her skin. She is wearing black pants and a dress like top with a skull covering her flat chest. She has bluish skin and a dark blue hair tied to a ponytail. She also seems to have some sort of worm-like snake sticking out of her head, with it's tail sticking out of the other end.

Almost lifeless, the undead girl with the snake in her head suddenly falls off her coffin and plummets to the ground...

...just beside the unconscious Ben and Omni among all the ash of the previous building.

The delinquent's hand is just inches away from the undead girl's own...

...and the undead girl suddenly starts twitching a bit and unconsciously moves her hand and holds onto Ben's hand.

* * *

 **To be continued...**


	5. I'll Be Your Hero

**Hey.**

 **Welcome back.**

 **Here. Have a read.**

* * *

 _Previously on Skullgirls: Avante-Garde..._

* * *

Yawning as he stretches both arms, Ben awakens on his bed as his alarm clock rings loudly. Omni appears before him as she also yawns and turns off the alarm clock for both of them.

 _—+—_

Looking outside the house, she can see clearly the good side of humanity as she spots some of the neighbors talking to one another in genuine happiness, some children playing down the streets and a couple walking their dog around.

Each day, she learns to appreciate humanity more and more. And the more she does, the more she wants to be wished back to her full potential so she can come down to the mortals and help them herself.

But just as she keeps looking around, she finally spots the scalpel on Ben's window, with a note attached. Taking it off the rim of the window and unfolding the paper to reveal the letter it contains, her appropriate reaction was... just her facepalming, knowing who left this... again. "That nurse needs to just tell us straight already..." Omni said to herself.

"Lemme guess..."

Omni turns around to see Ben, wearing a green shirt with white shorts this time, fresh from the shower and holding his towel over his shoulder, with a scowl on his face, but it's not meant for his demigoddess.

"That hot, ninja nurse left another note?" He continued.

 _—+—_

"Parasoul Renoir?"

Ben asks, now in his school uniform, holding his small bag over his shoulder, asks Omni, back to her invisible state, as he walks down the road to the bus stop, reading the note given to him by Valentine.

"Indeed. According to your history books, which you don't read, judging by all the dust that had covered it when I used it while you were asleep once..." Omni tells her host, simultaneously scolding and mocking him in the process. "The Renoir family are the rulers of the Canopy Kingdom, with Parasoul Renoir as it's new crowned princess and leader of it's military force, the Black Egrets."

 _—+—_

 _ **They are here, aren't they?**_

 _Why ask me? You are strong enough to ravage this city to flush them out._

 ** _I am not falling for your schemes. No innocent people will be involved. I want the Medici!_**

 _Then why not try finding their house and knock down their door? What little power you are getting from me while trying resist me is still enough to handle them._

 ** _Not a bad idea..._**

 _You can have all my power if you just let me in. Then we can crush the Medici altogether._

 ** _Then what? You'll destroy the world next? Is that it? Make yourself useful... Get us our minions._**

 _What seems to be the problem? Can you not handle this on your own? My previous host nearly destroyed the whole Chess Kingdom by h–_

 ** _Shut up and do your job..._**

 ** _...stupid heart..._**

 _—+—_

She resembles 14 year old girl. Dressed like a demented maid, holding a demonic vacuum cleaner, surrounded by floating, disembodied skulls, with pigtailed white hair comparable to a corpse so freshly dead and her previously mentioned red eyes, the little girl can now be seen clearly by the other pedestrians around her as a blue, ethereal aura surrounds her body. She can only be described as one thing... She is the–

"SKULLGIRL!" one of the pedestrian yelled after seeing this little lady reveal her true identity, causing all the other civilians yell in panic and they began running away in fear from the little devil darling.

 _—+—_

The Skullgirl is quite busy watching the carnage as her army keeps her foes busy. When Ben and Omni suddenly start tearing through all of them in blinding , the Skullgirl scowls and conjures more of her giant, floating skulls and has their mouths open before they fire their beams at the very building the duo are standing on, making it explode and crumble into nothing more than ash.

 _—+—_

Almost lifeless, the undead girl with the snake in her head suddenly falls off her coffin and plummets to the ground...

...just beside the unconscious Ben and Omni among all the ash of the previous building.

The delinquent's hand is just inches away from the undead girl's own...

...and the undead girl suddenly starts twitching a bit and unconsciously moves her hand and holds onto Ben's hand.

* * *

 _Click..._

 _Tap tap tap..._

"Alright... prepare the test subject..."

 _"Warning. Test subject is unstable."_

"I do not give a damn. Prepare the test subject and have Swift in for testing!"

 _"... Preparing test subject number 10-23-13."_

 _Wrrrrrr..._

 _Bang!_

"Perfect... But a proper name should be given to you, my abomination... Hmmm, let's dive deep into your mind... I'll look for inspiration..."

 _Zap!_

 **"No... stop... my... head..."**

"...What a brilliant and fitting name! That's it. You shall be called..."

* * *

"Painwheel."

"Painwheel?" Carol asked Ben as the two, alongside Filia, head to the cafeteria while Ben holds up a drawing he made of a female anti hero he originally made. The heroine he had drew is a young girl with a cheesy blue and yellow spandex suit like something out of a silver age comic. She had claws sticking out of her arms and knuckles and had spikes sticking out her back.

"It's weird, I know." Ben says to his new friend, tucking the drawing pad in his hand between his arm and side.

"Why is she called Painwheel?" Carol asked out of curiosity, to which Filia even seem just as curious, turning her head at Ben to look at him.

Ben was now put on the spot, as no one ever really talks about art he does and the backstory behind his original characters. Scratching the back of his head, he responds, "Well, it had something to do with her powers and her life. Those spikes and claws on her body are meant to cut and skewer, but when she rolls like a 'wheel', she'll turn into a rolling ball of spiked death."

Carol couldn't help but giggle at the silly concept of someone spinning like a ball just to attack. She should ask Ben to draw something like that. Maybe a monster or an alien that rolls into an armored wrecking ball. "Maybe you should have just called her Cannonbolt." Carol teased Ben with a smile on her face.

"She kinda sounds edgy. But that's not a bad thing!" Filia comments, donning a smile as well.

"Oh trust me. That was my intention. Her name also relates to her life. She was turned into a monster by people just to be a super soldier and her life has always been in constant pain, with seemingly no sign of stopping and looping, like, well, like a wheel." Ben expands the etymology of his original character. "That's why I call her Painwheel."

"Painwheel's" depressing story immediately turned the smiles of both girls into a frown, with Carol even commenting on Ben's work, saying, "That's a bit rude to your own creation. You should take notes from the real superheroes that exist in our world! Personally, I idolize Carla Nesmith!"

Filia gasps in amazement, implying she also knows who Carol is talking about. "You mean Madame Marvelous?!" Filia asked in joy.

"Her? Wasn't she like criticized for wearing skimpy clothes? To the point that they start comparing her to m– To D. Violet?" Ben asked.

"That's what made her so cool! She didn't care if her first costume showed her midriff or if her second costume showcased her thick legs! She fought for what she believed in! She made sure to show that women are equal to men without making her male friends, like Captain Nemesis or Kangaroo Kommando, look bad. She made sure she followed her friends and never let any of them die, even if it meant that the dastardly Phoenix would absorb her powers in exchange for saving the life of her friend, D. Violet!" Carol basically narrated her idol's story.

"Though it is kinda weird she started wearing the skin tight suit that covers her whole body and started wearing shorter hair." Filia points out, the three having subconsciously made it to the doorway to the cafeteria.

Carol, however, was unwavering, smiling in response all while replying, "I'm fine if she starts wearing more modest outfits. Honestly, as far as I know, she'll still believe in her friends and protect those she loves, especially now that she's together with her new boyfriend, Steel Sergeant."

Seeing Carol's enthusiasm about her superhero idol made Ben understand why she was brave enough to face those bullies earlier. She wants to be like Madame Marvelous, even if she doesn't have powers. She's inspired by the real life superheroes and vigilantes found in the streets.

There have been many. Alongside the popular Squadron members, like Madame Marvelous herself, D. Violet, Captain Nemesis, Steel Sergeant and Kangaroo Kommando, the team leader, there are heroes like Regina the Beast Master, Annie the Girl of the Stars, Antigravitesla the Gravity Lord, Bezel the Trickster Magician, Generator Rex the Machine Man and even Beowulf, once a great wrestler, now turned into the sidekick of Annie.

Nowadays, though, most of these heroes have been lost to time, with a majority retired from crime fighting. Antigravitesla, Generator Rex and Kangaroo Kommando died in battle, Regina returned to her circus to help her friends, Annie and Beowulf only showed up in TV shows now, and Bezel and D. Violet are missing. The only ones left are Madame Marvelous, Captain Nemesis and Steel Sergeant...

That's why Ben drew superheroes in his spare time. He wanted to make his own, hoping that one day, whatever magic the universe has can somehow bring his heroes to life, as the world desperately needs some goddamn heroes...

...and so does his new friends.

"...Just for that, Carol... I'll change Painwheel's story for you." Ben suddenly said to Carol, who gasps in happiness as she and Filia turn their heads for him.

"You will?" Carol asked quite excitedly.

Ben nods with a "Mhm!" in conjunction. "Okay... how about... Painwheel's depressing life comes to a stop when he meets a man named Jack, who has weird transformation powers, and befriends her, inspiring to think that's there's more to life than just pain." He added to Painwheel's story, much to the content of his new friends.

"I like that better!" Filia responds.

Carol nods in agreement, before adding, "Yeah! That sounds like a better, more believable life!"

Life.

 _Life._

 ** _Life._**

 ** _Life..._**

* * *

 _Present day..._

Entering the empty, metal walled testing room with a long, rectangular window high above for the observation deck, a woman struts into the room after being ordered to do so. She has vivid red skin and some patagia between each of her arms and sides to resemble wings. She has three red eyes with black outlines and black lipstick, yellow horns and two small spikes coming out of the top of her head. She has three fingers and a long tail. She also has dark red hair that barely reaches her shoulders.

Codenamed as Swift by the head scientist of this facility she's in, she stops her walking once she reached the middle of the room, waiting for further instructions. Her strange appearance is the result of her volunteering to be experimented on, having her DNA fused with certain animal DNA like lizards, bats and tigers, and was also given an artificial Parasite only known by the name "Ragnarok", which enables her to release energy from her three eyes, tail tip and hands, but these abilities require small amount of emotion. The less emotions she has, the stronger her attacks become. To reach her full potential, she and the head scientist let her be trained by having her mind be tampered with in order to lessen her emotions, having psychic blocks to prevent any feelings from disrupting her powers.

"You have done well, Agent Swift."

From the speakers found on each top corner of the testing room, came a booming, baritone voice of the head scientist, watching from the observation deck. "Previous data has shown you've exceeded all my expectations. Defeating an army of Black Egrets single-handedly, retrieving crucial data from our old lab without getting detected, and eliminating Rex Salazar when he got too close to our new base of operations... I must say, I am really impressed." The head scientist within the dark confines of his observation room, spoke again through his microphone. "But now, I have a new assignment for you."

Right on cue, a crane attached to the ceiling brings in a large metal crate, enough to fit a whole car. The crate itself seems to be shaking and rattling, like something wants to get out while the ceiling crane slowly lowers the metallic package and drops it on the steel floor of the testing room.

"We have just finished adjustments on our new... specimen, so to speak. However, it seems completely wild and agitated. Your new assignment is to subdue the specimen and make it more submissive. With less resistance, my telepathy should be able to handle it's scrambled brai–." The scientist continued, until...

 _KLANG!_

 _VRRRRRR!_

All of a sudden, some sort of gigantic buzzsaw razor blade sticks out of the same crate earlier before the same blade spun in high speeds, tearing through the metal holding the "specimen" within. With a big swing, whatever is inside the crate uses it's buzzsaw to tear the crate holding it in half, breaking free of it's enclosed prison.

And what's inside can only be described as "disturbing".

The specimen was actually a girl wearing dirty white ragged cloth over her body instead of clothes. She has metal bands around her wrists and her ankles. There seems to be big nails embedded onto her shoulders and even on her head, exactly where her brown hair is tied to a ponytail. The vains in her arms and legs are strained so hard, they're nearly visible through her skin. However, her most distinctive features are four pronged helicopter-like blades attached to her back through skin, like it was grafted into her spinal cord, with a skeletal like "chain" connecting the weapon to it's user and the stitched up mask covering her face except her glowing red eyes.

With such a monstrous appearance, the head scientist couldn't come up with a proper name, until he delved deep into the mind and memories of this girl and gave her the very fitting name...

"Painwheel." The mad professor in the observation deck spoke. "That is it's working name. Remember what I said: tame and subdue!"

As if on cue, the specimen, named Painwheel, suddenly clutched it's head with both hands while it moved erratically and in pain. While doing so, what starts as a bothered growl became an angry roar of pain from Painwheel's mouth, which actually tore part of her mask to actually show her mouth opening. **"Where am I?!"** Painwheel asked in a yell, her roar echoing in the room.

With but a scoff, Swift retracts the patagia between her arms and cracks her knuckles, staring at her next target. "Tame and subdue." The hybrid agent whispered to herself.

 **Gentlemen and ladies, it's...**

 **~SHOWTIME!~**

Both combatants run at each other before pouncing at their respective foes, but Swift was caught off guard when Painwheel got a lucky kick into her gut, effectively stopping her small momentum and pushing her into the ground while the monstrous girl lands safely on the floor.

Unfortunately, the untrained Painwheel was not prepared for Swift to immediately recover from the attack, as she instantly got back up and rushed at her enemy, immediately getting a kick on Painwheel's face before Swift crouches to punch the specimen twice in the gut and follows it up by gathering Ragnarok energy into her right fist and uppercutting Painwheel in the chain, sending the experiment flinging backwards.

However, even before she could even land on the floor, poor Painwheel could not do anything as Swift, living up to her name, strikes Painwheel with a speedy, lunging slash, which also had Swift switch from in front of Painwheel to behind her. As if that wasn't enough, Swift grabbed Painwheel by her face and delivers a mean left hook to it, knocking the specimen back so hard, it actually made Painwheel stand up, albeit dizzy.

But the poor monster girl cannot catch a break as Swift then kicks Painwheel in her gut before elbowing her dead on her chest, knocking the wind out Painwheel in different areas. Swift is never done, as she then sends an axe kick down into Painwheel's head, with enough force to make Painwheel bounce into the ground and backwards. Just as soon as she stood up, the specimen is not done being subdued when Swift appears in a flash in front of her and the agent kicks Painwheel in the face, follows it up with a quick, straight punch into the same area, then Swift does backflip kick that knocks Painwheel into the air. As soon as Painwheel was inches away from falling face first into the floor, Swift delivers a donkey kick into Painwheel's chest and sent the poor experiment into the nearest metal wall.

Swift then attempts to follow her foe, creating a small blade of energy in her left hand, then runs after Painwheel, ready to stab her.

But in an impressive turnaround, after Painwheel hits the wall and slightly bounces off of it enough to stand back on two feet, Painwheel narrowly dodged the incoming stabbing attack of Swift by ducking and sliding away from her foe, who has unintentionally embedded her blade hand into the same wall she kicked the specimen into. Using this opening, Painwheel uses the helicopter blades on her back by making it spin like a buzzsaw again and sweep Swift's legs. It did not cut off Swift's limbs because of her hybrid body, but it still hurt enough for her to reel back in pain. Painwheel took this opportunity by then having her buzzsaw selectively clash down its individual blades like a grasping hand to grab Swift, then pulls her in close for her actual hand to grab Swift's face and slams the agent into the ground, making her bounce into the air. Returning the favor, Painwheel was not done as she has her blades grab Swift again, this time, from mid air, only this time, Painwheel pulled _herself_ towards Swift, tackling into her while, somehow, nails grew from her shoulders, using those to deal additional damage as she rammed herself into the agent.

Taking advantage while they're both in mid air, Painwheel then distorts her body into a ball, sending out six nails behind her while the blades on her back spins her forward again into a spinning razor blade, damaging Swift yet again. As they descend into the ground, Painwheel takes advantage her slightly higher position by then bending both her legs back, each heel protruding a needle that creates sparks against the spinning blade she uses to keep attacking Swift. Not finished, Painwheel then uses her blades to grab the agent again and pull herself towards Swift once more to ram her in her gut with a headbutt, knocking Swift back onto the ground, lying down.

But, unfortunately for the specimen, Painwheel attempted to jump at the fallen Swift, only for the latter to rise with a spinning kick upwards that knocks both her and Painwheel back into the air. Taking advantage, Swift then infuses her legs with Ragnarok energy and kicks Painwheel in the gut twice before grabbing the experiment in the face. After throwing Painwheel into the ground and making her bounce off the floor, Swift lands on the ground and suddenly shoots multiple laser beams from her eyes at Painwheel, stinging the monster girl all over her body and keeping Painwheel in the air.

In an attempt to end the battle, Swift then suddenly jumps into the air, an energy blade in her right hand once more, and yells, "I will destroy you!" Pushing her feet against the ceiling she has reached after such a tall jump, Swift then pushes herself off the ceiling to propel herself at her enemy, plunging the Ragnarok blade into Painwheel's gut, sending both of them crashing back into the floor, the impact of their crash enough to create a cloud of dust.

Swift then flips away from the cloud and lands back on two feet, turning her attention to the observation deck and giving her superior a salute.

The dust settles and reveals Painwheel down and out for the count. As her red eyes began to have their vision fade, they began slowly closing as Painwheel felt the pain of the eye beams and the blade that struck her earlier grow more painful. The damage has taken a toll on her body.

 _ **Why... am... here?**_

 ** _Who took me?_**

 ** _I... can't remember a whole lot..._**

 ** _Help... me..._**

 ** _Please..._**

 ** _Someone..._**

* * *

 _ **"** So what do you think?" Ben asked Filia and Carol while showing his new drawing to them while they sat at the cafeteria, eating lunch. His new drawing is actually simple: Just Carol and Filia, sitting next to each other, smiling at the viewer while they have peace signs on their fingers._

 _"Awww, do I look that bad?" Filia joked, making Carol giggle while having Ben frown._

 _"I try my best to make a drawing out of you and you say it looks bad?" Ben asks, scowling at the two girls who both began giggling together._

 _Once Carol stopped laughing, she gave Ben a smile then looks back at the drawing. "Yeah. It's pretty bad... because you're not in it." She suddenly said to him, which actually had Ben astonished._

 _"...Am I that important now?" Ben doubted himself, pulling away his art to look at it himself, visualising in his head what it would look like if he added himself into his drawing of Filia and Carol._

 _"Of course you are! We've heard so much about you among students, but, the small time you've spent with us in today's lunch, you subconsciously opened up to us and actually smiled on occasion." Filia points out._

 _"Yeah. You don't have to be a loner, Ben. You seemed like a good guy to us. Guess people are just too afraid to approach you. They're more familiar with the tough guy you show them, but never get to see this side of you." Carol added._

 _Ben stared hard at her drawing, with the two girls staring at him just as much. They were beginning to worry about what's going on in his head as he has not given a response at all..._

 _...until he took out his pencil once more, and, after a few minutes of using it on his drawing pad, he shows the girls his improved art._

 _Filia, Carol and Ben. All in one picture._

 _"If I could use the Skull heart, I'd wish we'd all be friends till the end!" Ben responds with a genuine smile._

 _Filia could not help but smile either, with Carol giggling as she looks at her two best friends..._

* * *

 ** _Filia..._**

 ** _Ben..._**

 ** _Filia... Ben...!_**

 ** _I..._**

 ** _I...!_**

Swift's attention was caught when she heard growling nearby, only to be shocked upon seeing Painwheel — no — CAROL stand back up, a flaming purple aura surrounding her body. And that's when Swift could only realize...

... she's in for a ride...

 **"Grrrr... RAAAAAAAAAR!"**

With a mighty roar, Carol found the strength to stand up straight as the flaming purple aura she had erupts from her body.

In an attempt to attack the specimen, Swift tries to lunge in for a quick attack, but, unfortunately, whatever that aura surrounding Carol is, it's made her stronger and faster than before, so much so that Carol ducked faster than Swift could deliver her punch. Unable to react, Swift was unprepared when Carol straight up punches her with a hard closed fist that also sprouted a giant nail from her knuckles, enough to actually pierce Swift's gut this time, which made her bleed in that certain spot.

Wounded and unable to counterattack, Swift is now on the receiving end of a deadly combo, as Carol then proceeds to jump at her enemy with her spinning blade again, injuring Swift further, but Carol's unstoppable rage does not end there as she follows up her attack by bending her elbow forward, using the four nails that emerge from it to pierce Swift's right arm, then kneels on her left leg while she expands her arms and her right foot towards the enemy, with needles appearing at the end of each limb striking Swift again. While the strike almost sent Swift flying, Carol did not give her a chance to escape as she immediately used her blades to grab the agent once more and Carol pulls herself towards Swift to deliver a knee attack into Swift's bleeding gut.

Swift tried desperately to escape as she tries to punch Carol again, but like before, Carol only ducked to dodge the blow before uppercutting Swift by having nails protrude from multiple areas across Carol's arm and hand, piercing through Swift's skin as she is sent upward, to which Carol responds by not stopping as she jumps up to attack the agent again through spinning her blades at her again, striking multiple times before Carol delivers an axe kick that sends her back into the ground.

After they both land, Swift stands up but is only met with pain as she sees Carol, up close, fire some of her nails from her left arm into Swift's right leg, effectively disabling it from moving. With her opponent now reduced to a limp, Carol ends it by kicking Swift into the air and follows her by jumping before suddenly sprouting out a ton of her nails from her body, all of them striking Swift and keeping in place as Carol then has her razor blades spin again into a buzzsaw before savagely using the saw to beat the ever living crap out of Swift brutally, with each strike hitting Swift's injured gut, slowly weakening it.

After striking the agent three times, the words that escaped Carol's mouth were something Swift did not wish to hear, as Carol — nay — Painwheel, says quite softly yet aggressively, **"DIE."**

And with one last swing, Painwheel uses her saww to finally cut Swift in half, her red blood spraying across the floor and walls while her agonizing screams echo in the room.

 **—Cut!—**

 ***THAT'S A WRAP!***

Once her feet had touched the wet floor due to the dead agent's puddle of blood, Painwheel could only roar again as she lets out her rage through her voice.

 _"Obey!"_

Unfortunately, the battle was not over, as Carol held her head in pain and was forced to kneel down. A ringing noise pierced through her ears and brain as she could barely resist the pain in her head.

 _"Your friends have forgotten about you! They didn't care about you! And they certainly didn't want to find you! After all, aren't they the reason you ran away from home in the first place?! Cease your resistance and join me instead!"_

 **"GET OUT OF MY HEAD!"** was all Carol could respond with as she jumps at a nearby blood splattered wall before using her blades as a saw and starts tearing through the wall little by little. But she stops when the same voice echoed in her mind again, making clutch her pained head once more.

 _"You cannot escape, Carol! Your friends–"_

 **"MY FRIENDS...!"** Carol interrupted the voice, still holding onto her head with one hand before she jumpstarts her blade again and start tearing through the wall. **"...My friends are special to me. I** **don't care about what happened before I was suddenly taken here! I don't care if Filia, Ben and I argued before I was taken from my home! I trust them more than whoever the hell you are! I'd rather find them again and be rejected by them than spend more time in here as your lab rat!"**

The powerful words of Carol was dramatically well timed as just as she had ended her little speech, her blade finally tore through the wall and made a hole big enough for her to escape out of. With a leap, Carol goes through her newly made exit and escapes from the facility.

* * *

The scientist in the observation deck could only watch. Holding onto a pen he had been using to tale notes, he grips it so hard in anger, he actually snaps the item in half and made it spill its ink.

Grabbing his microphone once more, he angrily announces to his whole building, "LEANDER! TAKE A TEAM AND FIND PAINWHEEL! AND PHIL! GET FUKUA UP AND RUNNING! TODAY IS THE DAY WE TEST HER AS WELL!"

* * *

Meanwhile, deep in the lab of the mad scientist is a secret area. Inside are two pods filled with preserving liquid.

While one seems to have something being formed inside of it, judging by how there's a fully formed arm and leg inside but not the rest of the body, the pod next to it already has something inside.

This "thing" resembles Filia completely, with the only difference being that her hair, by extension her "Samson", and her top are colored dark green instead of black and white respectively.

As bubbles form with each breath she takes, this... impostor suddenly opens it's cold, dead eyes.

* * *

 **To be continued...**


End file.
